This Software as a Service Agreement (SaaS) is a legal agreement between you (either an individual or a single entity) and IMEC Technologies Ltd. “IMEC Technologies” for software hosting services (Services) that you purchase in connection with IMEC Technologies Software. YOU AGREE TO BE BOUND BY THE TERMS OF THIS SAAS AGREEMENT WHEN YOU PURCHASE AND USE SOFTWARE HOSTING SERVICES FROM IMEC TECHNOLOGIES. By way of this Software as a Service Agreement, you agree to allow IMEC Technologies to host IMEC Technologies Software, which you have paid for, at a Microsoft Data Center of its choice or at a Microsoft Data Center mutually agreed upon. Your receipt of Services is in accordance with the terms of the SaaS in effect at the time of such Services. By securing Services, you accept and agree to the SaaS in effect at such time. Service and Network Availability 1. Guarantee of Availability: Please refer to Microsoft Azure at https://azure.microsoft.com/en-us/ 2. Maintenance Windows: IMEC Technologies will inform all registered users via email of any maintenance window that will result in downtime. The notification will be sent to all registered users at least 48 hours in advance of any downtime, maintenance window. In case of emergency maintenance requirements, IMEC Technologies will make efforts to announce such maintenance windows at least 24 hours in advance of emergency maintenance, but in no event less than 12 hours prior to scheduled maintenance. 3. Third Party Network Availability: IMEC Technologies does not guarantee network availability between the customer and the IMEC Technologies hosting servers as network availability can involve numerous third parties and is beyond the control of IMEC Technologies. IMEC Technologies will not be liable for any down-time caused by its data center provider nor for any down-time that you experience as a result of your own network connectivity issues. 4. Unavailability of Services: If you experience a Service outage and are unable to access the Services, you must immediately contact the IMEC Technologies help desk and notify IMEC Technologies of the service outage, providing any/all necessary information that may assist the IMEC Technologies technical support in determining the cause of the outage. IMEC Technologies will determine whether the outage or failure was within its reasonable control. If IMEC Technologies determines that a service outage was attributable to it, then IMEC Technologies will credit you 1-day of Service fees for every 2 hours of down-time you experienced, up to a maximum of half of that month’s Service fees. IMEC Technologies will have no other liability to you for failure to provide the guaranteed network availability. Data Protection, Information Security, Storage and Backup 1. Information Security: In the unlikely event of a security breach of your data/information, your exclusive remedy will be limited to a refund of 1-month of Service fees. You understand and agree to assume the risk of any such security breach and agree to hold IMEC Technologies harmless therefrom. Please refer to the Microsoft Azure site for details. 2. Data Storage: Customer data is stored in a relational database file on hosted servers and it is backed up using the Microsoft Azure infrastructure. Please refer to the Microsoft Azure site for details. https://azure.microsoft.com/en-us/ IMEC Technologies shall maintain your data/information for a period of thirty (30) business day after receiving a cancellation of Services notice from you. 3. Data Backup: IMEC Technologies provides backups of all customer data, at least daily, on the Microsoft Azure cloud using an Azure backup Vault. Please refer to the Microsoft Azure site for details : https://azure.microsoft.com/en-us/ 4. Deletion or Return of Data: Should you wish to obtain a raw copy of your database from IMEC Technologies, you may do so by paying a small fee and communicating your request to IMEC Technologies prior to or in conjunction with termination of Services. Otherwise your data will be deleted on termination of the contract. 5. Please refer to the Microsoft Azure site for further details on security, data storage and backup: https://azure.microsoft.com/en-us/ General Data Protection Regulation (GDPR) 1. Information processed under this agreement is done solely to ensure that the SaaS meets the customers requirements. Data elements stored are email address and user name. Additionally, within the Incident Management module customers may record Employee Name, Address, Date of Birth, Gender, Job Title, Department, Phone Number, Cell Phone Number, Next of Kin, Next of Kin Phone Number, Next of Kin Cell Number, Next of Kin Email Address, Organization and Facility. 2. The customer must ensure that they have met their obligations as data controller for all data stored under this agreement. 3. Data is only stored for the term of the agreement. 4. Data storage is sub contracted to the third party hosting provider Microsoft Azure, in the event that the hosting provider is changed the customer will be informed prior to any changes taking effect. 5. Customers data will not be shared with any other organization. 6. IMEC will inform the customer of any breach of its obligations under GDPR without undue delay, after becoming aware of the breach. Support and Announcements 1. Support: Product support is provided via email, please see IMEC Technologies website for details. Product support is also available by using the support features within the product website. Telephone support may be available at the discretion of IMEC Technologies and based on availability of telephone support personnel. Please contact IMEC Technologies for additional details. 2. Announcements: From time to time, IMEC Technologies may make announcements to customers, including all users of the Services. Such announcements will typically be made through email, IMEC Technologies will not be responsible for your failure to make yourself aware of any such announcements. Service Fees Service Fees: You agree to pay for such Services on a timely basis and in accordance with payment terms and contract duration set forth in the IMEC Technologies Invoice. Your failure to make timely payment for Service fees shall result in IMEC Technologies firstly suspending your account and subsequently deleting your data/information after 30 days when the Service fee due date has passed. DISCLAIMER OF WARRANTIES: IMEC Technologies disclaims all warranties concerning the Services and any support, express, implied, or statutory, including without limitation, any warranties, duties or conditions of merchantability or fitness for a particular purpose, warranties of reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence. IMEC Technologies does not warrant that the Services will be uninterrupted, secure, or backed up. Additionally, IMEC Technologies and its suppliers provide the Services AS IS AND WITH ALL FAULTS. THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, OR CORRESPONDENCE TO DESCRIPTION WITH REGARD TO THE SERVICES. NO LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL IMEC TECHNOLOGIES OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR LOSS OF DATA, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SERVICES OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES OR INFORMATION, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OF IMEC TECHNOLOGIES OR ANY SUPPLIER, AND EVEN IF IMEC TECHNOLOGIES OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. General Terms 1. Consent to Use of Data: You agree that IMEC Technologies and its affiliates may collect and use technical information gathered as part of any support provided to you in relation to the Services. IMEC Technologies may use this information solely to improve IMEC Technologies support and Services or to provide customized services or technologies to you and will not disclose this information in a form that personally identifies you. 2. Additional Services: This SaaS applies to Service updates, supplements, or Internet-based Services Components that IMEC Technologies may provide to you or make available to you after the date you purchase Services from IMEC Technologies, unless IMEC Technologies provides other terms along with the updates, supplements, or Internet-based Services components. IMEC Technologies reserves the right to discontinue any Internet-based Services provided to you or made available to you. 3. User: "User" means a named individual to whom Customer has granted access to use the System on Customer’s behalf, regardless of whether or not the User actually accesses the Software. Users may be Customer's employees, consultants, contractors or agents. Each User of the product must have a valid license. Generic user identifications are not allowed. A user can only logon to a single device at a time. 4. System: "System" means the software service for which Customer has paid, including any updates relating thereto. 5. Use Rights: During the term and subject to the terms of this Agreement, IMEC Technologies hereby grants to Customer a non­exclusive, non-transferable, non­sublicensable right to permit Customer's Users to use the licensed Edition of the System for Customer's business purposes. The use right in the preceding sentence is limited to use by the number of Users for which Customer has paid. Said use Rights are non-transferable, except in the event of a voluntary transfer of substantially all assets by Customer to a transferee which executes IMEC Technologies’ form of agreement agreeing to be bound by all of the terms and conditions of this Agreement. All rights in and to the System not expressly granted herein are reserved to IMEC Technologies. 6. License and Use Restrictions: Customer shall not, directly, indirectly, alone, or with another party,(i) copy, disassemble, reverse engineer, or decompile the System; (ii) modify, create derivative works based upon, or translate the System; (iii) license, sell, rent, lease, transfer, grant any rights in or otherwise commercially exploit the System in any form to any other party, nor shall Customer attempt to do any of the foregoing or cause or permit any third party to do or attempt to do any of the foregoing, except as expressly permitted hereunder. You acknowledge and agree that IMEC Technologies shall own all right, title and interest in and to all intellectual property rights (including all derivatives or improvements thereof) in the System and any suggestions, enhancement requests, feedback, recommendations or other information provided by Customer or any of Customer's Users relating to the System. 7. System Administrator: User Access: Customer shall designate one or more System Administrators. System Administrators shall be responsible for managing User access, including adding and subtracting Users. The System Administrator shall ensure that multiple Users do not share a password or user name. Customer acknowledges and agrees that it is prohibited from sharing passwords and/or user names with unauthorized users. 8. Applicable Law: This SaaS is governed by the laws of the Republic of Ireland, excluding that body of law applicable to choice of law. Any legal action or proceeding relating to this SaaS shall be instituted in the Republic of Ireland. IMEC Technologies and you agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such action or proceeding. The prevailing party in any action to enforce this SaaS will be entitled to recover its attorney fees and costs in connection with such action. 9. Assignment: You may not assign this SaaS or your rights, obligations or interest under this SaaS, except with the prior written consent of IMEC Technologies. 10. Waiver: The failure of either party to enforce any of the terms of this SaaS shall not be construed as a waiver of future enforcement of that or any other term. 11. Termination: Without prejudice to any other rights, IMEC Technologies may terminate this SaaS if you fail to comply with the terms and conditions of this SaaS. In such event, you must stop using the Services and will not be entitled to any refund of monies. IMEC Technologies may take legal and/or equitable action against you for any breach of this SaaS. 12. Notices: Any notice given under this SaaS shall be in writing and delivered in person or sent by registered or certified mail, return receipt requested, postage prepaid, or sent by courier to the addresses set forth in the Invoice. Notice is deemed received upon verification of delivery. 13. Entire Agreement: This Agreement constitutes the final agreement between the parties. It is the complete and exclusive expression of the parties’ agreement on the matters contained in this Agreement. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. The provisions of this Agreement cannot be explained, supplemented or qualified through evidence of trade usage or a prior course of dealings. In entering into this Agreement, neither party has relied upon any statement, representation, warranty or agreement of any other party except for those expressly contained in this Agreement. There are no conditions precedent to the effectiveness of this Agreement, other than any that are expressly stated in this Agreement.