CLOUDVANE TERMS OF SERVICE This document sets out terms and conditions for CloudVane Services (“Terms” or “ToS”) provided by CloudVane Ltd, (company number 13009914) whose registered office is at 6th Floor One London Wall, London, United Kingdom, EC2Y 5EB (hereinafter “CloudVane”). By accepting these Terms through an order, you agree to follow and be bound by the Terms. PART ONE - CLOUDVANE TERMS OF SERVICE These Terms set forth the terms and conditions that govern orders placed by You for Services under the Ordering Document. 1 DEFINITIONS AND INTERPRETATION 1.1 “Agreement” means these Terms together with a signed Order. 1.2 “Ancillary Program” means any software agent or tool owned or licensed by CloudVane that CloudVane makes available to You for download as part of the Cloud Services for purposes of facilitating Your access to, operation of, and/or use with, the Services Environment. The term “Ancillary Program” does not include Separately Licensed Third-Party Technology. 1.3 “Auto Renew” or “Auto Renewal” is the process by which the Services Period of certain Cloud Services under an Order is automatically extended for an additional Services Period unless such Services are otherwise terminated in accordance with the terms of the order under Ordering Document or these Terms. The Service Specifications incorporated into Your Ordering Document define which Cloud Services are eligible for Auto Renewal as well as any terms applicable to any such renewal. 1.4 “CloudVane Cloud Services” or shorter “Cloud Services” means, collectively, the CloudVane cloud services (including, but not limited to, CloudVane software as a service offerings and related CloudVane Programs) listed in Your Order and defined in the Service Specifications. The terms “Cloud Services” or “CloudVane Cloud Services” do not include Professional Services. 1.5 “Data Center Region” refers to the geographic region in which the Services Environment is physically located. The Data Center Region applicable to the Cloud Services is set forth in Your Ordering Document. 1.6 "End Date" has the meaning given to such term in the Order. 1.7 “CloudVane Programs” refers to the software products owned or licensed by CloudVane to which CloudVane grants You access as part of the Cloud Services, including Program Documentation, and any program updates provided as part of the Cloud Services. The term “CloudVane Programs” does not include Separately Licensed Third-Party Technology, however CloudVane is using certain third-party technologies that are part of the Cloud Vane Cloud Services which do not represent Separately Licensed Third-Party Technology. 1.8 “Order” means Your order under the Ordering Document for selected CloudVane Services and/or Professional Services, including any renewal or Auto Renewal. 1.9 “Professional Services” means, collectively, the consulting and other professional services which You have ordered as further specified and detailed in Your Order. Professional Services include any deliverables described in Your order and delivered by CloudVane to You under the order. The term “Professional Services” does not include Cloud Services. 1.10 “Program Documentation” refers to the user manuals referenced within the Service Specifications for CloudVane Cloud Services, as well as any help windows and readme files for the CloudVane Programs that are accessible from within the Services. The Program Documentation describes technical and functional aspects of the CloudVane Programs. You may access the documentation online at https://www.cloudvane.com or such other address specified by CloudVane. 1.11 “Separate Terms” refers to separate license terms between You and a third-party licensor that are specified in the Program Documentation, Service Specifications, readme or notice files and that apply to Separately Licensed Third-Party Technology. 1.12 “Separately Licensed Third-Party Technology” refers to third party technology that is licensed under Separate Terms and not under the terms of the Agreement. 1.13 “Services” means, collectively, both the CloudVane Cloud Services or Cloud Services and Professional Services that You have ordered in Your Ordering Document. 1.14 “Services Environment” refers to the combination of hardware and software components owned, licensed or managed by CloudVane to which CloudVane grants You and Your Users access as part of the Cloud Services which You have ordered. As applicable and subject to the terms of the Agreement and Your order in Your Ordering Document, CloudVane Programs, Third Party Content, Your Content and Your Applications may be hosted in the Services Environment. 1.15 “Service Specifications” means the descriptions on https://www.cloudvane.com, or such other address specified by CloudVane, that are applicable to the Services under Your order, including any Program Documentation, hosting, support and security policies (for example, CloudVane Cloud Delivery Policies), and other descriptions referenced or incorporated in such descriptions or Your Order. 1.16 “Services Period” refers to the period of time for which You ordered Cloud Services commencing on the Start Date and ending on the End Date as further specified in Your Order. 1.17 "Start Date" has the meaning given to such term in the Order. 1.18 “Third-Party Content” means all text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content and material, in any format, streaming or static, that are obtained or derived from third party sources outside of CloudVane and made available to You through, within, or in conjunction with Your use of, the Cloud Services. Examples of Third-Party Content include log files and streams, data feeds from social network services, RSS feeds from blog posts, and data libraries and dictionaries. Third Party Content does not include Separately Licensed Third-Party Technology. 1.19 “Users” means those employees, contractors, and end users, as applicable, authorized by You or on Your behalf to use the Cloud Services in accordance with this Agreement and Your order. For Cloud Services that are specifically designed to allow Your customers, suppliers or other third parties to access the Cloud Services to interact with You, such third parties will be considered “Users” subject to the terms of this Agreement and Your order. 1.20 “You” or “Customer” refers to the individual or entity that has executed the Ordering Document and is a party to the Agreement. 1.21 “Your Applications” means all software programs, including any source code for such programs, that You or Your Users provide for usage by any CloudVane Cloud Services. Services under this Agreement, including CloudVane Programs and Services Environments, CloudVane intellectual property, and all derivative works thereof, do not fall within the meaning of the term “Your Applications.” 1.22 “Your Content” means all log files and streams, configurations, text, files, images, graphics, illustrations, information, data (including Personal Data as that term is defined in the Data Processing Agreement for CloudVane Cloud Services described in Section 11.2 below), audio, video, photographs and other content and material (other than Your Applications), in any format, provided by You or Your Users that reside in, or run on or through, the Services Environment. 1.23 In these Terms, unless the context otherwise requires: 1.23.1 words in the singular include the plural and vice versa and words in one gender include any other gender; 1.23.2 a reference to a statute or statutory provision includes: (a) any subordinate legislation (as defined in section 21(1), Interpretation Act 1978) made under it; and (b) any statute or statutory provision which modifies, consolidates, re-enacts or supersedes it whether such statute or statutory provision comes into force before or after the date of these Terms; 1.23.3 a reference to: (a) any party includes its successors in title and permitted assigns; and (b) a party, Section and Part is to a party to, a Section of and a Part of the Agreement; (c) a person includes any individual, firm, body corporate, association or partnership, government or state (whether or not having a separate legal personality); and 1.23.4 the words "includes" or "including" shall be construed as illustrative only and shall not limit the generality of the preceding words. 2 THE SCOPE OF THE AGREEMENT 2.1 Subject to Your compliance with the terms of the Agreement, CloudVane shall provide the CloudVane Services and Professional Services as specified in Your Order during the Services Period. 2.2 These Terms shall also apply for any purchase that increases the quantity of the original Services ordered (including, but not limited to, additional Users, Systems or additional cloud consumption), for any Cloud Services options offered by CloudVane for the original Services ordered, and for any renewal or Auto Renewal of the Services Period of the original Order. 3 TERM OF AGREEMENT 3.1 The Agreement shall commence on the Start Date (as set out in Your Order) and shall continue for the Services Period, subject to any renewal or Auto Renewal. 4 RIGHTS GRANTED 4.1 For the duration of the Services Period and subject to these Terms and fulfilment of Your payment obligations, and except as otherwise set forth in Your Order, CloudVane grants to You a non-exclusive, revocable, non-assignable, royalty free, worldwide limited licence to access and use the Services that You ordered (as further detailed in Your Order), including all features that are free for all users of the respective module you ordered (as further detailed in Your Order), which have been developed by CloudVane and delivered to You as part of the Services, solely for Your internal business operations and subject to the terms of these Terms and Your Order, including the Service Specifications. You may allow Your Users to use the Services for the purposes set out in this Section 4.1 provided that You shall remain primarily liable and responsible for Your Users’ compliance with these Terms and the Order. 4.2 You shall not acquire under this Agreement any right or licence to use the Services, including the CloudVane Programs and Services Environment, in excess of the scope and/or duration of the Services stated in Your Order. 4.3 Upon the expiry of the Services Period (subject to any renewal or Auto Renewal), Your right to access and use the Services will immediately terminate and You must immediately cease to use the Services. 4.4 To enable CloudVane to provide You and Your Users with the Services, You will grant CloudVane the right to access, use, process and transmit, in accordance with this Agreement and Your Order, Your Content and Your Applications for the duration of the Services Period plus any additional post-termination period during which CloudVane provides You with access to retrieve an export file of Your Content and Your Applications. If Your Applications include third party programs, You hereby acknowledge that CloudVane may allow providers of those third party programs to access the Services Environment, including Your Content and Your Applications, as required for the interoperation of such third party programs with the Services. CloudVane will not be responsible for any use, disclosure, modification or deletion of Your Content or Your Applications resulting from any such access by third party program providers or for the interoperability of such third-party programs with the Services. 4.5 The Services may contain or require the use of Separately Licensed Third-Party Technology. You are responsible for complying with the Separate Terms specified by CloudVane that govern Your use of Separately Licensed Third-Party Technology. CloudVane may provide certain notices to You in the Service Specifications, Program Documentation, readme or notice files in connection with such Separately Licensed Third-Party Technology. The third-party owner, author or provider of such Separately Licensed Third-Party Technology retains all ownership and intellectual property rights in and to such Separately Licensed Third-Party Technology. 4.6 As part of certain Cloud Services offerings, CloudVane may provide You with access to Third Party Content within the Services Environment. The type and scope of any Third-Party Content is defined in the Service Specifications applicable to Your Order. The third-party owner, author or provider of such Third Party Content retains all ownership and intellectual property rights in and to that content, and Your rights to use such Third Party Content are subject to, and governed by, the terms applicable to such content as specified by such third party owner, author or provider. 5 OWNERSHIP AND RESTRICTIONS 5.1 You retain all ownership and intellectual property rights in and to Your Content and Your Applications. CloudVane or its licensors retain all ownership and intellectual property rights, titles and interest in, to and associated with the Services, including CloudVane Programs and Ancillary Programs, and derivative works thereof, and to anything developed or delivered by or on behalf of CloudVane under this Agreement. 5.2 You may not, and may not cause or permit others to: 5.2.1 remove or modify any program markings or any notice of CloudVane’s or its licensors’ proprietary rights; 5.2.2 make the programs or materials resulting from the Services (excluding Your Content and Your Applications) available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific Services You have acquired); 5.2.3 modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, distribute, republish or download any part of the Services (the foregoing prohibitions include but are not limited to review of data structures or similar materials produced by programs) unless required to be permitted by law for interoperability, or access or use the Services in order to build or support, and/or assist a third party in building or supporting, products or Services competitive to CloudVane; 5.2.4 perform or disclose any benchmark or performance tests of the Services, including the CloudVane Programs; 5.2.5 perform or disclose any of the following security testing of the Services Environment or associated infrastructure: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration testing; 5.2.6 license, sell, rent, lease, transfer, assign, distribute, host, outsource, permit timesharing or service bureau use, or otherwise commercially exploit or make available the Services, CloudVane Programs, Ancillary Programs, Services Environments or CloudVane materials to any third party, other than as expressly permitted under the terms of the applicable order; or 5.2.7 take any actions inconsistent with CloudVane’s ownership and intellectual property rights to the Services. 6 SERVICE SPECIFICATIONS 6.1 The Services are subject to and governed by Service Specifications applicable to Your Order. Service Specifications may define provisioning and management processes applicable to the Services (such as capacity planning), types and quantities of system resources (such as storage allotments), functional and technical aspects of the CloudVane Programs, as well as any Services deliverables. You acknowledge that use of the Services in a manner not consistent with the Service Specifications may adversely affect Services performance and/or may result in additional fees. If the Services permit You to exceed the ordered quantity (including, but not limited to, soft limits on counts for Users, sessions, storage), then You are responsible for promptly purchasing additional quantity to account for Your excess usage. 6.2 CloudVane may make changes or updates to the Services (including, but not limited to, infrastructure, security, technical configurations, application features) during the Services Period, including to reflect changes in technology, industry practices, patterns of system use, and availability of Third-Party Content. The Service Specifications are subject to change at CloudVane’s discretion; however, CloudVane changes to the Service Specifications will not result in a material reduction in the level of performance or availability of the applicable Services provided to You for the duration of the Services Period. 6.3 Your Order may specify the Data Center Region in which Your Cloud Services Environment will reside. As described in the Service Specifications and to the extent applicable to the Cloud Services that You have ordered, CloudVane will provide Services Environment in the Data Center Region stated in Your Order. CloudVane and its affiliates may perform certain aspects of Cloud Services, such as service administration and support, as well as other Services (including Professional Services and disaster recovery), from locations and/or through use of subcontractors, worldwide. 7 USE OF THE SERVICES 7.1 You are responsible for identifying and authenticating all Users, for approving access by such Users to the Services, for controlling against unauthorized access by Users, and for maintaining the confidentiality of usernames, passwords and account information. By federating or otherwise associating Your and Your Users’ usernames, passwords and accounts with CloudVane, You accept responsibility for the confidentiality and timely and proper termination of user records in Your local (intranet) identity infrastructure or on Your local computers. CloudVane is not responsible for any harm caused by Your Users, including individuals who were not authorized to have access to the Services but who were able to gain access because usernames, passwords or accounts were not terminated on a timely basis in Your local identity management infrastructure or Your local computers. You are responsible for all activities that occur under Your and Your Users’ usernames, passwords or accounts or as a result of Your or Your Users’ access to the Services and agree to notify CloudVane immediately of any unauthorized use. You agree to make every reasonable effort to prevent unauthorized third parties from accessing the Services. 7.2 You agree not to use or permit use of the Services, including by uploading, emailing, posting, publishing or otherwise transmitting any material, including Your Content, Your Applications and Third Party Content, for any purpose that may (a) menace or harass any person or cause damage or injury to any person or property, (b) involve the publication of any material that is false, defamatory, harassing or obscene, (c) violate privacy rights or promote bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (e) constitute an infringement of intellectual property or other proprietary rights, or (f) otherwise violate applicable laws, ordinances or regulations. In addition to any other rights afforded to CloudVane under this Agreement, CloudVane reserves the right, but has no obligation, to take remedial action if any material violates the restrictions in the foregoing sentence (the “Acceptable Use Policy”), including the removal or disablement of access to such material. CloudVane shall have no liability to You in the event that CloudVane takes such action. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of Your Content and Your Applications. You agree to defend and indemnify CloudVane against any claim arising out of a violation of Your obligations under this section. 7.3 You are required to accept all patches, bug fixes, updates, maintenance and service packs (collectively, “Patches”) necessary for the proper function and security of the Services, including for the CloudVane Programs, as such Patches are generally released by CloudVane as described in the Service Specifications. CloudVane is not responsible for performance or security issues encountered with the Cloud Services that result from Your failure to accept the application of Patches that are necessary for the proper function and security of the Services. Except for emergency or security related maintenance activities, CloudVane will coordinate with You the scheduling of application of Patches, where possible, based on CloudVane’s next available standard maintenance window. 8 TRIAL USE AND PILOT CLOUD SERVICES 8.1 CloudVane may make available certain Cloud Services for trial, non-production purposes. Cloud Services for trial purposes must be ordered under a separate agreement. Cloud Services acquired for trial purposes are provided on an “as is” and “as available” basis and may not be used with production data that has not been masked, anonymized or otherwise rendered unreadable. CloudVane does not provide technical or other support or offer any warranties for such Services. 8.2 CloudVane may make available “conference room pilots” for certain Cloud Services under a separate agreement. Conference room pilots ordered by You are described in Your Order and are provided solely for You to evaluate and test the Cloud Services for Your internal business purposes. Conference room pilots are provided by CloudVane on an “as is” and “as available” basis, and CloudVane does not provide technical or other support or offer any warranties for such Services. You may not include any production data in Your conference room pilot Services Environment that has not been masked, anonymized or otherwise rendered unreadable. You may be required to order certain Professional Services as a prerequisite to an order for a conference room pilot. 8.3 CloudVane may make available “production pilots” for certain Cloud Services under this Agreement. Production pilots ordered by You are described in the Service Specifications applicable to Your Order and are provided solely for You to evaluate and test Cloud Services for Your internal business purposes. You may be required to order certain Professional Services as a prerequisite to an order for a production pilot. 9 ORDERS, FEES, PAYMENTS AND DELIVERY 9.1 Orders: You may place orders for CloudVane Services and Professional Services with CloudVane by submitting requests to CloudVane for providing Ordering Document through CloudVane’s website or by letter of e-mail. An Ordering Document shall be initially issued by CloudVane and shall represent an offer to You. 9.2 Prices: You shall pay the fee for the Services to CloudVane based on a pricelist agreed with CloudVane. 9.3 Invoices and Payment: All fees payable to CloudVane are due within 30 days from the invoice date. Once placed, Your Order is non-cancelable and the sums paid nonrefundable, except as provided in this Agreement or Your Order. You will pay any sales, value-added or other taxes imposed by applicable law that CloudVane must pay based on the Services You ordered, except for taxes based on CloudVane’s income. You will reimburse CloudVane for reasonable expenses related to providing any Professional Services. Fees for Services listed in Your Order are exclusive of taxes and expenses. 9.4 You understand that You may receive multiple invoices for the Services You ordered. Invoices will be submitted to You pursuant to CloudVane's Invoicing Standards Policy, which may be accessed at https://www.cloudvane.com. 9.5 If any sum payable under the Agreement is not paid when due, then that sum will bear interest from the due date until payment is made in full both before and after any judgement at 3% per annum above the base lending rate of the Bank of England from time to time. 9.6 You agree and acknowledge that You have not relied on the future availability of any Services, programs or updates in entering into the payment obligations in Your Order; however, the preceding does not relieve CloudVane of its obligation during the Services Period to deliver Services that You have ordered per the terms of the Agreement. 9.7 For the duration of the Services Period CloudVane will adhere to its then-current Service Level Standards and Business Continuity and Disaster Recovery overview, each available at CloudVane’s website, and will provide support services for the CloudVane Services detailed in its then-current support services policy available at CloudVane website. 9.8 Service Provisioning: CloudVane will strive to deliver and provide Services in a timely manner. CloudVane will create a service account and send an e-mail to the contact You identified in your Order with all required access instructions. 10 SERVICES PERIOD; END OF SERVICES 10.1 Services provided under the Agreement and the Ordering Document shall be provided for the Services Period defined in Your Order, unless earlier suspended or terminated in accordance with these Terms or the Order. 10.2 If stated in the Service Specifications, certain Cloud Services that are ordered will Auto Renew for additional Services Periods unless (i) You provide CloudVane with written notice no later than thirty (30) days prior to the end of the applicable Services Period of Your intention not to renew such Cloud Services, or (ii) CloudVane provides You with written notice no later than ninety (90) days prior to the end of the applicable Services Period of its intention not to renew such Cloud Services. 10.3 Upon the end of the Services, You no longer have rights to access or use the Services, including the associated CloudVane Programs and Services Environments; however, at Your written request, and for a period of up to 60 days after the end of the applicable Services Period, CloudVane will make available Your Content and Your Applications then in the Services Environment for the purpose of retrieval by You. At the end of such 60-day period, and except as may be required by law, CloudVane will delete or otherwise render inaccessible any of Your Content and Your Applications that remain in the Services Environment. 10.4 CloudVane may temporarily suspend Your password, account, and access to or use of the Services if You or Your Users violate any provision within the ‘Rights Granted’, ‘Ownership and Restrictions’, ‘Fees and Taxes’, ‘Use of the Services’, or ‘Export’ sections of this Agreement, or if in CloudVane’s reasonable judgment, the Services or any component thereof are about to suffer a significant threat to security or functionality. CloudVane will provide advance notice to You of any such suspension in CloudVane’s reasonable discretion based on the nature of the circumstances giving rise to the suspension. CloudVane will use reasonable efforts to re-establish the affected Services promptly after CloudVane determines, in its reasonable discretion, that the situation giving rise to the suspension has been cured; however, during any suspension period, CloudVane will make available to You Your Content and Your Applications as existing in the Services Environment on the date of suspension. CloudVane may terminate the Services under an order if any of the foregoing causes of suspension is not cured within 30 days after CloudVane’s initial notice thereof. Any suspension or termination by CloudVane under this paragraph shall not excuse You from Your obligation to make payment(s) under this Agreement. 10.5 If either party commits a material breach of this Agreement and (if capable of remedy) fails to correct the breach within 30 days of written specification of the breach, then the non-breaching party may terminate the Order under which the breach occurred. 10.6 Where CloudVane terminates in accordance with Section 10.5, You must pay within 30 days all amounts that have accrued prior to such termination, as well as all sums remaining unpaid for the Services under such order plus related taxes and expenses. 10.7 Except in the case of nonpayment of fees by You, the nonbreaching party may agree in its sole discretion to extend the 30-day period referred to in Section 10.5 for so long as the breaching party continues reasonable efforts to cure the breach. 10.8 You agree that if You are in default under this Agreement, You may not use those Services ordered. 10.9 You may terminate the Agreement on one months' notice at any time prior to expiration of the Services Period without stating any reasons. If You terminate the Agreement pursuant to this Section 10.9, You shall be liable to pay CloudVane termination compensation calculated as follows: The actual monthly price for the Services (before any discounts provided or applied by CloudVane) x (the duration of the Agreement prior to termination expressed in months + one month of termination period) LESS Sums paid by You under the Agreement as the date of such termination; 10.10 Provisions that survive termination or expiration of this Agreement are those relating to limitation of liability, indemnification, payment and others which by their nature are intended to survive. 10.11 Termination of this Agreement shall not affect the accrued rights or existing obligations of either party. 11 NON-DISCLOSURE 11.1 By virtue of this Agreement, the parties may have access to information that is confidential to one another (“Confidential Information”). We each agree to disclose only information that is required for the performance of obligations under this Agreement. Confidential information shall be limited to the terms and pricing under this Agreement, Your Content and Your Applications residing in the Services Environment, and all information clearly identified as confidential at the time of disclosure. 11.2 A party’s Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party. 11.3 We each agree not to disclose each other’s Confidential Information to any third party other than as set forth in the following sentence for a period of three years from the date of the disclosing party’s disclosure of the Confidential Information to the receiving party; however, CloudVane will hold Your Confidential Information that resides within the Services Environment in confidence for as long as such information resides in the Services Environment. We each may disclose Confidential Information only to those employees, agents or subcontractors who are required to protect it against unauthorized disclosure in a manner no less protective than required under this Agreement. CloudVane will protect the confidentiality of Your Content or Your Applications residing in the Services Environment in accordance with the CloudVane security practices defined as part of the Service Specifications applicable to Your Order. In addition, Your Personal Data will be treated in accordance with the terms of Section 12 below. Nothing shall prevent either party from disclosing the terms or pricing under this Agreement or orders placed under this Agreement in any legal proceeding arising from or in connection with this Agreement or from disclosing the Confidential Information to a governmental entity as required by law. 12 DATA PROTECTION 12.1 In performing the Services, CloudVane will comply with the CloudVane Services Privacy Policy, which is available at https://www.cloudvane.com and incorporated herein by reference. The CloudVane Services Privacy Policy is subject to change at CloudVane’s discretion; however, CloudVane policy changes will not result in a material reduction in the level of protection provided for Your Personal Data provided as part of Your Content during the Services Period of Your Order. 12.2 CloudVane’s Data Processing Agreement for CloudVane Cloud Services (the “Data Processing Agreement”), which is available at https://www.cloudvane.com and incorporated herein by reference, describes the parties’ respective roles for the processing and control of Personal Data that You provide to CloudVane as part of the Cloud Services. CloudVane will act as a data processor and will act on Your instruction concerning the treatment of Your Personal Data residing in the Services Environment, as specified in this Agreement, the Data Processing Agreement and the applicable order. You agree to provide any notices and obtain any consents related to Your use of the Services and CloudVane’s provision of the Services, including those related to the collection, use, processing, transfer and disclosure of Personal Data. 12.3 The Service Specifications applicable to Your Order define the administrative, physical, technical and other safeguards applied to Your Content residing in the Services Environment and describe other aspects of system management applicable to the Services. You are responsible for any security vulnerabilities, and the consequences of such vulnerabilities, arising from Your Content and Your Applications, including any viruses, Trojan horses, worms or other programming routines contained in Your Content or Your Applications that could limit or harm the functionality of a computer or that could damage, intercept or expropriate data. 12.4 You may not provide CloudVane access to health, payment card or similarly sensitive personal information that imposes specific data security obligations for the processing of such data unless specified in Your Order. If available, You may purchase services from CloudVane (including, but not limited to, CloudVane Payment Card Industry Compliance Services, CloudVane HIPAA Security Services, CloudVane Federal Security Services) designed to address particular data protection requirements applicable to Your business or Your Content. 13 WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES 13.1 You warrant and represent that You have full right, power and authority to enter into this Agreement and that the Ordering Document has been executed by a duly authorised representative with full power to bind You. If you do not have such authority, or if you or such entity do not agree to the terms and conditions of this Agreement, you may not use the Services. 13.2 CloudVane warrants that it will perform (i) Cloud Services in all material respects as described in the Service Specifications, and (ii) Professional Services in a professional manner in accordance with the Service Specifications. If the Services provided to You were not performed as warranted, You must promptly provide written notice to CloudVane that describes the deficiency in the Services (including, as applicable, the service request number notifying CloudVane of the deficiency in the Services). 13.3 CloudVane does not guarantee that (a) the Services will be performed error-free or uninterrupted, or that CloudVane will correct all Services errors, (b) the Services will operate in combination with Your Content or Your Applications, or with any other hardware, software, systems, services or data not provided by CloudVane, and (c) the Services will meet Your requirements, specifications or expectations. You acknowledge that CloudVane does not control the transfer of data over communications facilities, including the internet, and that the Services may be subject to limitations, delays and other problems inherent n the use of such communications facilities. CloudVane is not responsible for any delays, delivery failures, or other damages resulting from such problems. CloudVane is not responsible for any issues related to the performance, operation or security of the Services that arise from Your Content, Your Applications or Third Party Content. CloudVane does not make any representation or warranty regarding the reliability, accuracy, completeness, correctness, or usefulness of Third Party Content or services, and disclaims all liabilities arising from or related to Third Party Content or services. 13.4 For any breach of the Services warranty from Clause 13.2, Your exclusive remedy and CloudVane's entire liability shall be the correction of the deficient Services that caused the breach of the warranty, or, if CloudVane cannot suitably correct the deficiency in a commercially reasonable manner, You may end the deficient Services and CloudVane will refund to You the fees for the terminated Services that you pre-paid to CloudVane for the period following the effective date of termination. 13.5 To the extent not prohibited by law, these warranties are exclusive and all other warranties, terms, conditions or representations, whether statutory or otherwise and whether express or implied, are expressly excluded, including (without limitation) for software, hardware, systems, networks or environments or the implied terms of, satisfactory quality and fitness for a particular purposes. 14 LIMITATION OF LIABILITY 14.1 Nothing in this Agreement or any Order shall limit or exclude the liability of either party for: 14.1.1 death and/or personal injury caused by the negligence of that party or its directors, officers, employees, contractors or agents; 14.1.2 fraud and/or fraudulent misrepresentation by it, or its directors, officers, employees, contractors or agents; or 14.1.3 any other liability to the extent that it is not capable of being excluded or limited by law. 14.2 Neither party shall be liable to the other (whether such liability arises in contract or tort (including negligence) for misrepresentation, breach of any duty (including strict liability) or otherwise) for (i) any indirect, incidental, special, punitive, or consequential loss or damage, or (ii) any loss of revenue or profits (excluding fees under this Agreement) or (iii) loss of data, or data use. 14.3 CloudVane's maximum aggregate liability for all damages arising out of or related to this Agreement or Your Order (whether such liability arises in contract or tort (including negligence) for misrepresentation, breach of any duty (including strict liability) or otherwise), shall be limited to a sum that is equal to the total amounts actually paid by You to CloudVane for the Services in the twelve (12) month period immediately preceding the event giving rise to such liability occurring less and refunds or credits received by You from CloudVane under Your Order. 15 INDEMNIFICATION 15.1 Subject to the terms of this Section 15 (Indemnification), if a third party makes a claim against either You or CloudVane (“Recipient” which may refer to You or CloudVane depending upon which party received the Material), that any information, design, specification, instruction, software, service, data, hardware, or material (collectively, “Material”) furnished by either You or CloudVane (“Provider” which may refer to You or CloudVane depending on which party provided the Material) and used by the Recipient infringes the third party’s intellectual property rights, the Provider, at the Provider’s sole cost and expense, will defend the Recipient against the claim and indemnify the Recipient from the damages, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by the Provider, if the Recipient does the following: 15.1.1 notifies the Provider promptly in writing, not later than 30 days after the Recipient receives notice of the claim (or sooner if required by applicable law); 15.1.2 gives the Provider sole control of the defence and any settlement negotiations; and 15.1.3 gives the Provider the information, authority and assistance the Provider needs to defend against or settle the claim. 15.2 If the Provider believes or it is determined that any of the Material may have violated a third party’s intellectual property rights, the Provider may choose to either modify the Material to be non-infringing (while substantially preserving its utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, the Provider may end the license for, and require return of, the applicable Material and refund any unused, prepaid fees the Recipient may have paid to the other party for such Material. If such return materially affects CloudVane’s ability to meet its obligations under the relevant order, then CloudVane may, at its option and upon 30 days prior written notice, terminate the order. 15.3 The Provider will not indemnify the Recipient if the Recipient (a) alters the Material or uses it outside the scope of use identified in the Provider’s user or program documentation or Service Specifications, (b) uses a version of the Material which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Material which was made available to the Recipient, or (c) continues to use the applicable Material after the end of the license to use that Material. The Provider will not indemnify the Recipient to the extent that an infringement claim is based upon any information, design, specification, instruction, software, service, data, hardware or material not furnished by the Provider. CloudVane will not indemnify You for any portion of an infringement claim that is based upon the combination of any Material with any products or Services not provided by CloudVane. CloudVane will not indemnify You to the extent that an infringement claim is based on Third-Party Content or any Material from a third party portal or other external source that is accessible to You within or from the Services (including, but not limited to, a social media post from a third party blog or forum, a third party Web page accessed via a hyperlink). CloudVane will not indemnify You for infringement caused by Your actions against any third party if the Services as delivered to You and used in accordance with the terms of this Agreement would not otherwise infringe any third-party intellectual property rights. CloudVane will not indemnify You for any intellectual property infringement claim(s) known to You at the time Services rights are obtained. 15.4 The term “Material” defined above does not include Separately Licensed Third-Party Technology. Solely with respect to Separately Licensed Third Party Technology that is part of or is required to use the Cloud Services and that is used: (a) in unmodified form; (b) as part of or as required to use the Cloud Services; and (c) in accordance with the usage grant for the relevant Cloud Services and all other terms and conditions of this Agreement, CloudVane will indemnify You for infringement claims for Separately Licensed Third Party Technology to the same extent as CloudVane is required to provide infringement indemnification for Materials under the terms of the Agreement. 15.5 This Section 15 provides the parties’ exclusive remedy for any infringement claims or damages. 16 THIRD PARTY WEB SITES, CONTENT, PRODUCTS AND SERVICES 16.1 The Services may enable You to link to, transmit Your Content to, or otherwise access, other Web sites, content, products, services, and information of third parties. CloudVane does not control and is not responsible for such Web sites or any such content, products, services and information accessible from or provided through the Services, and You bear all risks associated with access to and use of such Web sites and third-party content, products, services and information. 17 SERVICES TOOLS AND ANCILLARY PROGRAMS 17.1 CloudVane may use tools, scripts, software, and utilities (collectively, the “Tools”) to monitor and administer the Services and to help resolve Your CloudVane service requests. The Tools will not collect or store any of Your Content or Your Applications residing in the Services Environment, except as necessary to provide the Services or troubleshoot service requests or other problems in the Services. Information collected by the Tools (excluding Your Content and Your Applications) may also be used to assist in managing CloudVane’s product and service portfolio, to help CloudVane address deficiencies in its product and service offerings, and for license and Services management. 17.2 As part of the Cloud Services, CloudVane may provide You with on-line access to download certain Ancillary Programs for use with the Services. If CloudVane does not specify separate terms for such Ancillary Programs, then, subject to Your payment obligations, You have the non-exclusive, non-assignable, royalty free, worldwide limited right to use such Ancillary Programs solely to facilitate Your access to, operation of, and/or use of the Services Environment, subject to the terms of this Agreement and Your Order, including the Services Specifications. Your right to use such Ancillary Programs will terminate upon the earlier of CloudVane’s notice (which may be through posting at https://www.cloudvane.com or such other URL designated by CloudVane), the end of the Cloud Services associated with the Ancillary Programs, or the date on which the license to use the Ancillary Programs ends under the Separate Terms specified for such programs. 18 SERVICE ANALYSES 18.1 CloudVane may (i) compile statistical and other information related to the performance, operation and use of the Services, and (ii) use data from the Services Environment in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes (clauses i and ii are collectively referred to as “Service Analyses”). 18.2 CloudVane may make Service Analyses publicly available; however, Service Analyses will not incorporate Your Content or Confidential Information in a form that could serve to identify You or any individual, and Service Analyses do not constitute Personal Data. CloudVane retains all intellectual property rights in Service Analyses. 19 EXPORT 19.1 Any relevant local export laws and regulations apply to the Services. You agree that such export laws govern Your use of the Services (including technical data) and any Services deliverables provided under this Agreement, and You agree to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). You agree that no data, information, software programs and/or materials resulting from Services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology. 19.2 You acknowledge that the Cloud Services are designed with capabilities for You and Your Users to access the Services Environment without regard to geographic location and to transfer or otherwise move Your Content and Your Applications between the Services Environment and other locations such as User workstations. You are solely responsible for the authorization and management of User accounts, as well as export control and geographic transfer of Your Content and Your Applications. 20 FORCE MAJEURE 20.1 Neither party shall be responsible for failure or delay of performance if caused by an event beyond a party's reasonable control including, but not limited to (in each case to the extent beyond a party's reasonable control): an act of war, hostility, or sabotage; act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by the obligated party; or government restrictions (including the denial or cancelation of any export, import or other license). Both parties shall use reasonable efforts to mitigate the effect of a force majeure event. If a force majeure event continues for more than 30 days, either party may cancel unperformed Services and affected Orders upon written notice. 20.2 Nothing in Section 20.1 shall excuse either party from its obligation to take reasonable steps to follow its normal disaster recovery procedures or Your obligation to pay for the Services. 21 GOVERNING LAW AND JURISDICTION 21.1 This Agreement and any dispute or claim arising out of or in connection with it, its subject matter or formation shall be governed by and construed in accordance with English law. 21.2 You and CloudVane irrevocably agree to submit to the exclusive jurisdiction of, and venue in, the courts of England to settle any dispute or claim (whether contractual or non-contractual) arising out of or in connection with this Agreement, its subject matter or formation. 22 NOTICE 22.1 Any notice required under this Agreement shall be provided to the other party in writing. If You have a dispute with CloudVane or if You wish to provide a notice under the Indemnification Section of this Agreement, or if You become subject to insolvency or other similar legal proceedings, You will promptly send written notice to: CloudVane Ltd, Kneza Ljudevita Posavskog 31, HR-10000 Zagreb, Croatia, marked for the attention of the Director, Support Department. 22.2 To request a termination of Services in accordance with this Agreement, You must submit a service request to CloudVane at the address specified in Your Order or the Service Specifications. 22.3 CloudVane may give notices applicable to CloudVane’s Cloud Services customer base by means of a general notice on the CloudVane portal for the Cloud Services, and notices specific to You by electronic mail to Your e-mail address on record in CloudVane’s account information or by written communication sent by first class mail or pre-paid post to Your address on record in CloudVane’s account information. 22.4 Notices sent by prepaid first-class post or special delivery shall be deemed to have been given two business days after the date of posting if sent to an address in the same territory, or five business days if sent internationally. 23 ASSIGNMENT 23.1 You may not assign this Agreement or give or transfer the Services (including the CloudVane Programs) or an interest in them to another individual or entity. 23.2 If You grant a security interest in any portion of the Services, the secured party has no right to use or transfer the Services or any deliverables, and if You decide to finance Your acquisition of the Services, You will follow CloudVane’s policies regarding financing which are at https://www.cloudvane.com. The foregoing shall not be construed to limit the rights You may otherwise have with respect to Separately Licensed Third-Party Technology licensed under open source or similar license terms. 24 OTHER 24.1 Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between the parties, or to authorize either party to act as agent for the other and neither party shall have authority to act in the name of or on behalf of the other, or to enter into any commitment or make any representation or warranty or otherwise bind the other in any way. 24.2 Each party shall be responsible for paying its own employees, including employment related taxes and insurance. You shall defend and indemnify CloudVane against liability arising under any applicable laws, ordinances or regulations related to Your termination or modification of the employment of any of Your employees in connection with any Services under this Agreement. You understand that CloudVane’s business partners and other third parties, including any third-party firms retained by You to provide consulting or implementation services or applications that interact with the Cloud Services, are independent of CloudVane and are not CloudVane’s agents. CloudVane is not liable for, bound by, or responsible for any problems with the Services arising due to, any acts of any such business partner or third party, unless the business partner or third party is providing Services as an CloudVane subcontractor on an engagement ordered under this Agreement and, if so, then only to the same extent as CloudVane would be responsible for CloudVane resources under this Agreement. 24.3 If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with another term consistent with the purpose and intent of this Agreement. If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties' original commercial intention. 24.4 Except for actions for nonpayment or breach of CloudVane’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than two years after the cause of action has accrued. 24.5 CloudVane Programs and Services are not designed for or specifically intended for use in nuclear facilities or other hazardous applications. You agree that it is Your responsibility to ensure safe use of CloudVane Programs and Services in such applications. 24.6 You shall obtain at Your sole expense any rights and consents from third parties necessary for Your Content, Your Applications, and Third-Party Content, as well as other vendor’s products provided by You that You use with the Services, including such rights and consents as necessary for CloudVane to perform the Services under this Agreement. 24.7 You agree to provide CloudVane with all information, access and full good faith cooperation reasonably necessary to enable CloudVane to provide the Services and You will perform the actions identified in Your Order as Your responsibilities. 24.8 You remain solely responsible for Your regulatory compliance in connection with Your use of the Services. You are responsible for making CloudVane aware of any technical requirements that result from Your regulatory obligations prior to entering into an order governed by this Agreement. CloudVane will cooperate with Your efforts to determine whether use of the standard CloudVane Services offering is consistent with those requirements. Additional fees may apply to any additional work performed by CloudVane or changes to the Services. 24.9 CloudVane may audit Your use of the Services (including, but not limited to, through use of software tools) to assess whether Your use of the Services is in accordance with Your Order and the terms of this Agreement. You agree to cooperate with CloudVane’s audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with Your normal business operations. You agree to pay within 30 days of written notification any fees applicable to Your use of the Services in excess of Your rights. If You do not pay, CloudVane can end Your Services and/or Your Order. You agree that CloudVane shall not be responsible for any of Your costs incurred in cooperating with the audit. 24.10 The purchase of Cloud Services, Professional Services, or other service offerings, programs or products are all separate offers and separate from any other order. You understand that You may purchase Cloud Services, Professional Services, or other service offerings, programs or products independently of any other order. Your obligation to pay under any order is not contingent on performance of any other service offerings or delivery of programs or products. 24.11 A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act of 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party that exists or is available apart from that Act. 24.12 No failure or delay by a party to enforce or exercise any right or remedy under this Agreement or by law shall be deemed to be a waiver of that or any other right or remedy, nor shall it operate so as to bar the enforcement or exercise of that or any other right or remedy at any time subsequently. Any waiver of any breach of this Agreement shall not be deemed to be a waiver of any subsequent breach. 25 ENTIRE AGREEMENT 25.1 You agree that this Agreement and the information which is incorporated into this Agreement by written reference (including reference to information contained in a URL or referenced policy), together with the applicable Order, is the complete agreement for the Services ordered by You and supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such Services. 25.2 Each party acknowledges that: 25.2.1 upon entering into this Agreement, it does not rely, and has not relied, upon any representation (whether negligent or innocent), statement or warranty made or agreed to by any person (whether a party to this Agreement or not) except those expressly set out in this Agreement; and 25.2.2 the only remedy available in respect of any misrepresentation or untrue statement made to it shall be a claim for breach of contract under this Agreement. 25.3 Nothing in Section 25.2 shall limit or exclude any liability for fraud. 25.4 It is expressly agreed that the terms of this Agreement and any CloudVane order shall supersede the terms in any purchase order, procurement internet portal, or other similar non-CloudVane document and no terms included in any such purchase order, portal, or other non-CloudVane document shall apply to the Services ordered. 25.5 In the event of any inconsistencies between the terms of an Order and these Terms, the Order shall take precedence; however, unless expressly stated otherwise in an order, the terms of the Data Processing Agreement shall take precedence over any inconsistent terms in an Order. 25.6 Except as otherwise permitted in Section 5 (Service Specifications), Section 11 (Data Protection) and Section 15 (Third Party Web Sites) with respect to the Services, this Agreement and orders hereunder may not be modified and the rights and restrictions may not be altered or waived except in a writing signed or accepted online through the CloudVane Store by authorized representatives of You and of CloudVane. 25.7 No third-party beneficiary relationships are created by this Agreement.