1 Introduction 1.1 Terms – These terms apply to the provision of the Software which is made available as a service via remote access and related se r v ices. The detailed scope of Services has been described in the Engagement Letter. These terms together with the Engagement Letter and its Appendices form the entire Agreement between the Parties. 1.2 Commencement – The Agreement will start on the earlier of (i) the date indicated in the Agreement; or (ii) the commencement of the Services. 2 Services 2.1 Ownership of the Software – PwC (or its licensors) owns all right, title, and interest, including all Intellectual Property Rights, in and to the Software and any documentation or other materials provided under the Agreement. 2.2 Right to use – PwC grants the Client (for its Permitted Users) a non-exclusive, limited, nontransferable right to access and use the Software, for Client’s internal needs, as pa rt of its business operations for the term mention ed in the Engagement Letter, subject to the te rm s of the Agreement. The Permitted Users may only access and use the Software through the URL designated by PwC and only with valid Software Accounts. 2.3 Services – PwC will perform the Services with reasonable skill and care and in accordance with their current description (including performance criteria) defined in the Agreement. The Client confirms that the scop e is sufficient for its purpose. The Services are provided solely for the Client for th e p u rp ose set out in the Agreement. For the purpose of provision of Services, the Client is obliged to secure at its own e x p e nse, the access to the Internet, as well as com p u ter equipment with the required software. 2.4 Documentation – PwC shall provide the Permitted Users with the instructions and documentation related to use of the Sof twa r e , with which the Permitted Users are ob li ge d to familiarize themselves. In case of any problems with use of the Software the Permitted Users shall be obliged in the first place to use the documentation and materials they have received. 2.5 Backup copies – PwC shall not store any archival backup copies and offer the possibility of recreating them in the event of data loss. The Client acknowledges that the Software is not intended to hold or maintain master or original information and agrees to make backup cop ie s in its external systems, if technically p ossib le. PwC may specify the maximum amount of Client data which the Client may store on the server under the Agreement. 2.6 Use of third parties – PwC may use third parties to host the Software or provide all or parts of the Services. Terms for online services (SaaS) Contents 1 Introduction 2 Services 3 Scope of use 4 Client’s obligations 5 Security features 6 Availability of the Software 7 Liability 8 Duration and termination 9 Fees 10 Confidentiality 11 Data protection 12 Client data 13 Intellectual property rights 14 Final provisions 15 Interpretation 2 of 8 3 Scope of use 3.1 Acceptable use – The Client shall be obl ig ed to use the Software in a manner consistent with its intended purpose. The Client may not: (i) make the Software and its content availa ble to anyone else than Permitted Users, (ii) u se th e Software to provide services to third parties, (iii) use the Software on any unsuitable system. 3.2 Restrictions – The Client may not and shall ensure that Permitted Users will not: (i) make the documentation related to Software, its functional specifications or oth e r related materials available in any form to th i r d parties; (ii) remove, modify or cover any designations of Intellectual Property Rights, including, a m on g other things, trademarks, figurative marks, logos or other designations of ownership rights, which are contained or used in providing the Services covered in this Agreement; (iii) recreate the source code, object code, decompile, duplicate, modify or disassemble the Software, or attempt to do so; (iv) work around any technical limitations in the Software or restrictions in its documentation; (v) distribute, sublicense, rent, lease or lend the Software, in whole or in part or use it to offer hosting services to a third party. 3.3 Open source software – The Software may include certain free and open source sof twa r e components as may be identified in the Engagement Letter (“Open Source Softwa r e ” ). Use of Open Source Software is governed exclusively by the terms applicable to the Ope n Source Software and not the terms of the Agreement. The Client acknowledges th a t a n y access to Open Source Software is provided on an “as is” basis. 4 Client’s obligations 4.1 Information – In order for PwC to perform the Services properly the Client will make su re that any information given to PwC by the Client, or anyone else working with or for the Client, is (i) given promptly, (ii) accurate and (iii) complete; and (iv) any assumptions are appropriate. PwC will not verify any information provided by the Client rela tin g to the Services. 4.2 Requirements – For the purpose of providing Services, the Client shall comply with the requirements concerning IT environment and technical specifications. 4.3 Audit – On PwC’s reasonable request, the Client will allow PwC to undertake any audit or inspection which is required, for the p u rp oses of ascertaining whether the Software is used i n accordance with the terms of the Agreement. The Client agrees to facilitate such audit or inspection by making available relevant records evidencing its use of the Software and by directing its personnel to cooperate with PwC. 5 Security features 5.1 Facilities – All facilities used to host the Software will adhere to reasonable security standards no less protective than th e se cu ri ty standards at facilities where PwC hosts and stores its own data and software of a similar type. PwC has implemented procedures designed to (a) ensure the security and confidentiality of the Software and (b) p r ote ct against anticipated threats or hazards to the security or integrity of the Software. 5.2 Permitted Users – The Client shall be obliged to designate and authorize the person s who will have access to the Software and Services. PwC shall provide the persons designated by the Client with access to the Software and shall generate appropriate log in s and passwords for them. Only Permitted Use r s shall have access to the Software. The Client shall be obliged to maintain an up-to-d a te l ist of the Permitted Users to ensure their compliance with the Agreement. 5.3 Client’s responsibility – Responsibility for: (i) use of the Software by the Permitted Users only, (ii) making the Permitted Users aware and compliant with the terms of the Agreement, (iii) securing logins and passwor d s and (iv) controlling access to the Software shall lie with the Client. The Client shall promptly notify PwC of any unauthorised use of the Software of which it becomes aware of. 3 of 8 6 Availability of the Software 6.1 Suspension – PwC may suspend the use of or access to the Software from time to time: (a) to perform routine or emergency maintenance; (b)implement service changes and upgrades to the Software; (c) if PwC reasonably believes that th e Cl i en t or its Permitted User’s use of the Software could adversely impact other clients’ or their end users’ use of the Software or the hosting environment, such as the servers used to provide the Software; (d)if there is suspected unauthorised third party access to the Software; (e) if PwC reasonably believes that is the suspension is required to comply with applicable law; (f) if PwC becomes aware of any actual or potential Claim; (g) to mitigate issues caused by any acts or omissions of third parties or issues with any internet infrastructure; or (h)if the Client is in breach of the Ag r e em e nt, or if the Software is, in PwC’s opinion, being misused. Any such suspension or resulting downtime will be limited to the minimum extent necessary in the circumstances, as determ in ed by PwC. 6.2 Availability – PwC makes no guarantee that the Software will be accessible or usable at a n y given time or that access to it will be continuous, uninterrupted, or error f r ee . PwC accepts no liability for any consequences in connection with the Software being unavailable. PwC may provide the Cl i en t wi th details of availability targets and other se r vi ce levels applying to the Software from time to time, which are subject to change and are not contractually binding. Any such availability targets: (i) refer to access to the Softwa r e ov e r the internet and do not apply to Client’s own access to the internet for which it is responsible; and (ii) exclude any periods of downtime described in the Agreement. 7 Liability 7.1 Force majeure – Any impact on performance of the Agreement caused by fire, flood, earthquake, epidemics, pandemics, wars, terrorist acts, site-specific terrorist threats, riots, civil disorders, rebellions or revolu tion s, government orders, network communi cation s failure or delay, or any other similar cause beyond the reasonable control of a party i s n ot a breach of the Agreement for so long as such conditions prevail and the obligated party continues to use reasonable efforts to miti g ate the force majeure event. 7.2 Limitation of liability - To the extent permitted by mandatory law provisions, PwC’ s aggregate liability under the Agreement, regardless of the basis of the claim, shall be limited to the equivalentof the subscription fee (for a period not exceeding 12 months) paid to PwC, under the Agreement. 7.3 Restriction on claims – The Client undertakes not to bring any claims in respect of the Services provided under the Agreement against any individual, however described, a n y other PwC Firm (its partners, employees, members of its bodies) or PwC’s suppliers. 7.4 Liability to Client alone – PwC accepts no liability to anyone, other than the Client, in connection with the Services provided. The Client agrees to reimburse PwC for any liability incurred in connection with any claim, by anyone else, in relation to its use of the Software or Services. 7.5 PwC’s liability for losses constituting lost profits (lucrum cessans), expected savings a n d for all possible indirect losses, arising in connection with the Agreement, shall be excluded. 7.6 Exclusions – PwC shall not be liable for: (i) any losses arising in connection with lack of appropriate security features for logins and access passwords, that the Client acquired or made available to unauthorized or untrustworthy persons; (ii) any losses resulting from disruptions i n Client’s access to the Internet or disr u ption s in access to the Services due to th i r d p ar tie s failing to meet their obligations; (iii) any losses due to no access to the Software due to Client’s fault. Furthermore, for the avoidance of doubt, PwC’s liability shall be excluded in the event of the malfunction of the Software from: (i) configuration changes in the Software, made by the Client; (ii) unauthorized persons interfering 4 of 8 with the Software; (iii) errors and omissions i n Client’s databases (iv) incorrect use of the Software (v) incorrect interpretation of results; (vi) Client’s non-compliance with legal provisions. 8 Duration and termination 8.1 Duration – Unless otherwise agreed in the Engagement Letter, this Agreement is concluded for a one year period. 8.2 Termination by either party – Either Party shall have the right to terminate the Agreement with immediate effect in the event of: (i) violation of the contractual obligation s b y th e other Party, provided that the infringing Pa r ty is notified of the violation and is given an additional 14-day deadline to cure the results of the violation, (ii) the execution of the Agreement may lead to infringement of l a w or third party rights. 8.3 Termination by PwC – PwC may terminate the Agreement if the Client or any of its Permitted Users fails to cooperate with a reasonable audit or inspection by PwC or any suspected violation of the Agreement. 8.4 Effect of termination – The Client will pay PwC all fees then due and owing in accorda n ce with the Agreement as at the date of termination or expiration. On expiration or termination of the Agreement, the Client and its Permitted Users will immediately cease accessing and using the Software. PwC may disable access and use with immediate effect. 9 Fees 9.1 Payment for Services – Unless otherwise agreed, the subscription fee shall be payable i n advance for the whole subscription p e ri od, i n the amount indicated in the Engagement Letter, within the term specified below. All fee s paid are non-refundable, unless otherwise stated in the Engagement Letter. Unless otherwise provided in the Agreement, we m a y vary our fees in each year of the subscription. 9.2 Payment term – The fees shall be payable upon invoice, within 14 calendar days from th e date of its issuance. 9.3 Additional charges – The Client will be charged for any unauthorised use, being e qu a l to the fees which we would have charged had i t licensed on the date when it commenced. 10 Confidentiality 10.1 Confidential information – PwC’s agrees that information labelled as confidential containing financial, statistical, customer, marketing and personnel data relating to Client’s business, disclosed in connection wi th this Agreement is Client’s confidential information. The Client agrees that information labelled as confidential by PwC including PwC’s methodologies, products, tools and proprietar y software, training materials, industry templates and data, and any updates and additions to th e foregoing, in each case as disclosed in connection with this Agreement is PwC’s confidential information. The Parties a g r ee to use each other’s confidential information for the purpose of the Services, and not to disclose it without prior written consent, except (i) where required by law or regulation or by a professional body of which they are me m b er s, or (ii) to their legal advisors or insurers. However, PwC may give confidential information to other PwC firms or relevant subcontractors or service providers a s l on g a s they are bound by confidentiality obl ig a tion s, and to Client’s advisers who are involved in th e relevant matter. The obligations to keep the information received in connection with the Agreement confidential shall remain in legal effect for three years after receipt of such information. The above will not apply to information which (i) is or becomes publicly available, or (ii) has been received from someone else who owes no duty of confidence in relation to it, (iii) was already known b y th e receiving party, (iv) has been independently developed by the receiving party or (v) is commonly known or easily ascertainable by persons who are not parties to the Ag r e e m en t and have the basic knowledge of IT, process design, programming or the scope of Client’s operations. 10.2 Right to disclose – The Client guarantees, that it has the right to disclose confidential information to PwC. Furthermore, the Client agrees to indemnify and hold PwC harmless against all liability for losses and expenses 5 of 8 incurred by PwC as a result of claims raise d b y third parties or Client’s affiliates in connection with the confidential information discl osed to PwC. 10.3 Referring to the Client and the Services PwC and other PwC firms may wish to r e f e r to the Services performed for the Client when marketing PwC’s services. PwC and oth e r PwC firms may also wish to use Client’s company logo when citing PwC’s experience in proposa l documents. The Client agrees that PwC and other PwC firms may do so, as long as Cl i e n t’ s confidential information is not disclosed. 10.4 Performing Services for others – Nothing in this Agreement prevents PwC from using any technique, idea, concepts or know-how relating to PwC firm’s business activities to perform similar services for other clients. 11 Data protection 11.1 Anonymization – To the extent it is not required for the proper performance of the Agreement or due to the functionality of the Software, any data inserted by the Clien t sh a ll be anonymized by it prior to its input i n to th e Software. 11.2 Compliance – The Parties will comply with applicable data protection legislation in relation to any personal data shared under th e Agreement. In particular GDPR and any applicable national laws on the processing of personal data as amended (“laws regarding personal data”). 11.3 Personal data –The Client will disclose personal data to PwC only if it is required in connection with the Agreement, only to the extent necessary for the provision of the Services. In connection with the disclosure of the personal data, the Client confirms that: ● It has a legal ground to process the data (including its transfer to PwC) towards all relevant data subjects as required by laws regarding personal data, and to enable PwC to process such personal data in accordance with the Agreement; ● the data subjects have been given the information regarding the use of their personal data as referred to in the laws regarding personal data; and ● the transfer of the personal data by the Client or the use of such data in line with the provisions set forth herein will not place PwC or any other PwC firm in a breach of any laws regarding personal data. 11.4 Data Processing – PwC will process personal data received from the Client, for the purposes of: (i) providing the services, (ii) internal administration, (iii) maintaining and using relevant IT systems, (iv) quality, risk and client management activities, (v) providing the Client with information, including by means of electronic communication, about itself and other PwC firms and our range of services, (v i) litigation and enforcement of legal claims (v i i) confirmation of provision of Services and (vi ii) complying with any legal requirements or requirements of a professional body of which PwC is a member. The contact data of Client’s representative(s) or any other contact persons specified in the Agreement will be processed by PwC ba se d on our legitimate interest related to efficiently communicating with the Client. It is Client’s obligation to duly inform PwC’ representative(s) about this data processing and provide to them the information about th e processing details availability. Further information on personal data processing, including the contact details of th e Data protection officer are available on our website (www.pwc.com/en_________________). 11.5 Data processor – In situations where PwC processes personal, data obtained from the Client (such as:the data necessary to p r ov i d e Services including but not limited to name, surname, e-mail, phone number of Client’s employees, members of management, clients or suppliers), as the data processor PwC will: (i) process it only on Client’s documented instructions; (ii) take appropriate technical and organisational measures required pur sua nt to the laws regarding personal data including imposing confidentiality obligations on relevant personnel (unless the statutory confidentiality obligation is applicable); 6 of 8 (iii) appoint sub-processors of such personal data only on the basis of a written agreement imposing obligations equivalent to those set out in this clause and provided that the Client provides PwC with written consent; (iv) take into account nature of the processing and contribute to impact assessment on the protection of personal data, compliance with the data subjects' rights and with PwC’s data protection obligations under laws regarding personal data and personal data processing; (v) notify the Client without undue delay after PwC has become aware of a personal data breach. PwC will, at Client’s request, return or delete such personal data after the end of provision of Services (except cases where processing is required by laws regarding personal data, or where we have different legal grounds for processing), and upon Client’s written reque st, PwC will make the information necessary to demonstrate compliance with the obligations set out in this clause available to Cl ie nt - th i s may include Client’s and third parties’ secur ity audits. The Client may perform such au dits i n accordance with this clause by requesting relevant information from PwC in writing, solely for the purposes of inspecting PwC’s compliance with its obligations pursuant to this clause. Audits may be conducted either (i) by the Client, or (ii) by a third party mandated b y the Client and agreed on in advance with PwC. If PwC and the Client fail to reach an agreement on the third party which should conduct the audit pursuant to item (ii) of the preceding sentence, the audit may be conducted solely by the Client. The information request must be addressed to the partner or to PwC’s Data protection officer and must specify information, records and other documents that will be requested as part of the audit. Notwithstanding the foregoing provision s, th e Client and PwC agree that: (i) PwC will be required to provide the Client only with the information, records and documents reasonably required to demonstrate PwC’s compliance with its obligations under this clause; (ii) PwC will not disclose any information, records or other documents that are subject to its business secrets; (iii) PwC will not disclose any information, records or oth e r documents that would place it in brea ch of i ts confidentiality obligations under relevant l a ws or professional standards; (iv) PwC will not disclose any information, records or other documents relating to a matter that is subject of a current, pending or threatened l itig ati on or any other dispute resolution mechanism between the Client and PwC; (v) any information, records or other documents provided to the Client pursuant to th i s cl au se shall be treated and maintained as confidential. The Client may exercise its right to perform a n audit under this clause not more often than once in any calendar year. This right will terminate under any circumstances within 2 months of termination of the processing of th e personal data by PwC on behalf of the Client.. In case the nature of the services provided to the Client necessitates it, PwC will enter in a separate data processing agreement tailored to the specific engagement. 11.6 Data transfers – PwC may collect, store, disclose and transfer personal data provided by the Client within PwC firms, subcontractors and IT service providers in particular to ensur e proper provision of the Services and for the purposes set out in this clause. Some of the data recipients may be located outside the European Economic Area. Transfers to such recipients will be carried ou t by PwC only provided that an adequate level of protection for the personal data required for such transfers under the laws regarding personal data is guaranteed. The Client he re by authorises PwC to appoint following entities a s our Sub-processors in the sense of the preceding clause and this clause: (i) other PwC firms (i.e. any entity or partnership withi n th e worldwide network of PricewaterhouseCoopers International Limited firms and entiti es – th e list is available here: http://www.pwc.com/gx/en/about/officelocations.html), (ii) PwC’s IT service provider s or other PwC firms’, and (iii) PwC’s subcontractors or other PwC firms’. 12 Client data 12.1 Ownership – The Client shall retain all rights, legal title and legal interest in the d a ta stor ed on PwC’s or its suppliers’ servers. PwC shall not gain any other rights to Client’s data, apart from the rights granted to PwC, for the purpose of provision of Services. 12.2 Compliance – Responsibility for the qua li ty, contents, correctness and completeness of Client’s data stored on PwC’s or its suppliers’ servers shall lie with the Client. The data stored on the servers may not, in particular: (i) violate intellectual property rights, personal proper ty, trademarks, figurative marks, logos, know-how, rights to databases, (ii) violate the principles of confidentiality, regulations concerning personal data protection, (iii) contain prohibited content, (iv) contain misleading, false, incomplete information, (v) contain viruses, harmful components or damaged data, 7 of 8 (vi) contain advertisements, promotion s , (v ii ) constitute breach of secrets protected by the relevant regulations, (viii) constitute collater a l or be subject to an investigation pr oced ur e or court proceedings, (ix) constitute breach of contractual obligations to PwC or any other third parties. PwC shall not be responsi ble f or the verification or quality of Client’s data stored on the servers under the Agreement. 12.3 Use of data – PwC may use Client’s data for provision of Services and for purposes rela tin g to the provision of these Services. PwC’s acce ss to Client’s data shall be closely monitor e d a n d limited to justified cases arising from the n ee d to perform the Agreement properly. PwC may monitor and collect data about the general use of the Software such as access records, date and time stamps, activity records, and system performance data (“Usage Data”). Usage Data does not include or contain any Client’s Data. PwC uses the Usage Data for (i) creation and compilation of anonymized and aggregated statistics about the Software, and (ii) its other internal business purposes such as improving, testing, and maintaining the Software and developing additional functionalities and services. 12.4 Deletion of data – Upon the expiration or termination of the Agreement, Client’s data shall remain accessible to the Clientfor 14 da ys in a form enabling it to be copied in a generally accessible, editable file format. After this period PwC may delete Client’s data, unless the mandatory provisions require a longe r p er iod for maintaining the data. The Client acknowledges and agrees, however, th at som e residual Client’s data may remai n i n b a ck-u p files, deletion logs and similar materials despite deletion efforts. 13 Intellectual property rights 13.1 PwC declares to have the required authori ty to perform this Agreement and to enable the Client to use the Software as a paid remote access, under the terms and conditions set forth in the Agreement, throughout the term of the Agreement. 13.2 No provision in the Agreement shall constitute the transfer of intellectual property rights to Client, except for those specifically d e f in ed i n the Agreement. 13.3 Fragments of or the entire content made available on the servers shall constitute PwC’ s or PwC suppliers’ intellectual property, and shall be subject to legal protection , i n clud in g trademarks, logos and other figurative marks. 13.4 The Client shall be obliged to respect PwC’s intellectual property rights and the manufacturers of the software necessary for use of the Services. 13.5 In the event of claims raised by third parties, demonstrating that the use of the Software violates the copyrights of these persons (“ Claims”), PwC shall defend the Clie nt a g a in st such Claims at its own expense and shall cov e r the costs, compensation and the costs of legal assistance finally adjudged by a court of l a w or contained in a settlement approved by PwC, provided that the Client: (i) ) has complied with and continues to comply with the Agreement (ii) will notify PwC immediately in writing of such a Claim; and (iii) will allow PwC to control this Claim and cooperate with PwC in d e f e nce and in conducting any negotiations to r e sol ve the dispute amicably(iv) takes all reasonable steps to mitigate the amount of Client’s loss; and (v) without PwC’s prior written consent, will not make any admission or act in a way that may be prejudicial to any litigation or negotiation of the Claim. 13.6 Potential Claim – When PwC becomes aware of any actual or potential Claim, it may at its sole discretion: (a) modify or replace a n y p a r t of the Software with functionally equivalent features; (b) obtain rights for Client to continue using the Software; or (c) terminate the Agreement and issue a refund for the fees (if any) paid for the Software for the remainder of the term. Client agrees to abide by PwC’s decision and, if directed by PwC, to stop u si n g the Software. 13.7 Exclusions – This indemnity does not cover Claims arising from (a) the combination of th e Software with products or services not provided by PwC; (b) modifications to the Software made at Client’s direction; or (c) Client’s breach of the Agreement. 14 Final provisions 14.1 Amendments – The Agreement may only be amended in writing, otherwise null and void. 8 of 8 14.2 Assignment – Neither Party may assign its rights, interests or obligations under the Agreement without the prior written consent of the other Party. The above requirement to obtain consent shall not apply to the transfer of PwC’s receivables arising from the Agreement. 14.3 Data retention – Upon termination of the Agreement, to the extent required by law, PwC may keep copies of all data and materials connected with the performance of this Agreement, for the purposes of audit, i n ter na l controls, law compliance and eventual proceedings. 14.4 Feedback - The Client may provide PwC with suggestions, comments or other information regarding use, functionality or other aspects of the Software ("Feedback"). Nothing in the Agreement limits PwC's right to use the Feedback, profit, disclose or otherwise exploit it free of charge, including for the purpose of improving the Software and/or Services. The Client may not label Feedback as its confidential information to the extent that such Feedback relates to the Software and/or Services. 14.5 Subcontractors – PwC may, in performing the Agreement, use the services of other providers, without having to obtain separate consent from the Client. PwC shall be liable f or the acts or omissions of such third parties as for its own acts. 14.6 Dispute resolution – The Parties undertake to resolve all disputes arising from the performance of the Agreement amicably. In the event of failing to reach a settlement, the common court with jurisdiction over PwC registered office shall be the court competent to resolve disputes. 14.7 Applicable law – Matters not covered in th i s Agreement shall be governed by the laws of Poland 14.8 Entire agreement – These terms together with the Engagement Letter and Appendices form the entire Agreement between the Cl ie nt and PwC. If anything in these terms is inconsistent with the Engagement Letter and/or Appendices, these terms take precedence, unless the Engagement Letter and/or Appendices explicitly amend any of them. 15 Interpretation The following terms have the meaning given to them below: PwC refers to PwC Advisory spółka z ograniczoną odpowiedzialnością sp.k. whose registered office is at Polna 11, 00-633 Warsaw; having the status of a large entrepreneur within the meaning of the Act of 8 March 2013 on counteracting excessive delays in com m e r ci al transactions; PwC firm – any entity or partnership within the worldwide network of PricewaterhouseCoopers firms and entities; Services – remote access to the Software and other related services, described in the Agreement; the Agreement – these terms, Engagement Letter and its Appendices. Engagement Letter (document defining scope, schedule and other commercial terms) Permitted Users – the Client, its employees and contractors acting in the name and on Client’s behalf, who may access and use the Software as set out in the Agreement. Software – a software made available under this Agreement. Software Account – Client’s account associated with a unique user name and password, through which the Permitted User may access and use the Software as pe r mi tte d under the Agreement. the Parties – the Client and PwC