Updated April 2021 This Standard Contract (Agreement) is between you (you or Customer) and VeroGuard Systems Pty Limited (ACN 617 573 001) (Publisher) the publisher from which you are procuring Offerings (defined below) and governs your use of Offerings purchased through Azure Marketplace and AppSource Marketplace (collectively, Marketplace). This Agreement is the parties’ entire agreement on this subject and merges and supersedes all related prior and contemporaneous agreements. By agreeing to these terms, you represent and warrant that you have the authority to accept this Agreement, and you also agree to be bound by its terms. This Agreement applies to all Orders entered into under this Agreement. Capitalized terms have the meanings given under “Definitions.” This Agreement may only be varied by Publisher and Customer documenting the variations in writing. 1. OFFERINGS 1.1 How you order Offerings Customer may order Offerings at any time by submitting an Order in accordance with your Microsoft Services Agreement. 1.2 Prerequisite for ordering a VeroGuard Application Subscription Service Customer may only order a VeroGuard Application Subscription Service if Customer either: (a) orders the VeroGuard Application Subscription Service at the same time that Customer orders a VeroCard Subscription Service that will be used with the VeroGuard Application Subscription Service; or (b) has previously ordered a VeroCard Subscription Service and continues to pay relevant fees for that VeroCard Subscription Service and will use that VeroCard Subscription Service with the VeroGuard Application Subscription Service. 1.3 No supply until Supply Agreement formed Publisher has no obligation to supply Offerings to Customer or any of its Authorised End Users until a Supply Agreement for that Order is formed. 1.4 Supply of Offerings Offerings to be supplied to Customer and its Authorised End Users under a Supply Agreement will be the Offerings described in the Order. 1.5 Terms of supply of Offerings The supply of by Publisher of Offerings to Customer and any of its Authorised End Users under a particular Supply Agreement is subject to: (a) the payment by Customer of all fees; and (b) Customer and each Authorised End User individually: (i) successfully completing the VeroCard Activation Process; and (ii) then continuing to comply with the terms of use of each of: (A) the VeroCard Standard Terms & Conditions; and (B) the End User License Agreement. 1.6 Supply Period For each Supply Agreement, Publisher will supply Offerings to each of Customer and each of its Authorised End Users for whom fees have been paid for the Supply Period (being the period commencing from the relevant Supply Start Date and ending on the Supply Agreement End Date). 1.7 Additional Offerings (a) From time to time, Customer may require further Offerings in addition to the existing Offerings (Additional Offerings). (b) To request Additional Offerings, Customer must submit a new Order in accordance with your Microsoft Services Agreement. (c) Where Offerings are added, a new Supply Agreement will be created for the Additional Offerings. 2. CUSTOMER 2.1 Use of Offerings Offerings may be supplied to the following: (a) Customer; and (b) each Authorised End User of Customer (if any) nominated under clause 3.1(b). 2.2 Customer Administrator Where a Customer is not an individual, Customer must appoint a Customer Administrator for the purpose of the Supply Agreement. 2.3 Feedback Any Feedback is given voluntarily, and the provider grants to the recipient, without charge, a non-exclusive license under provider’s owned or controlled non-patent intellectual property rights to make, use, modify, distribute, and commercialize the Feedback as part of any of recipient’s products and services, in whole or in part and without regard to whether such Feedback is marked or otherwise designated by the provider as confidential. The provider retains all other rights in any Feedback and limits the rights granted under this section to licenses under its owned or controlled non-patent intellectual property rights in the Feedback (which do not extend to any technologies that may be necessary to make or use any product or service that incorporates, but are not expressly part of, the Feedback, such as enabling technologies). 3. AUTHORISED END USERS 3.1 Nomination of Authorised End Users (a) Customer may elect to nominate one or more of its Customer Personnel as the authorised user of Offerings by nominating Authorised End Users. (b) Customer may from time to time: (i) nominate one or more Customer Personnel as Authorised End Users; and (ii) specify which individual Offerings are to be supplied to each Authorised End User. 3.2 Responsibility for fees Customer is solely responsible for the payment of all fees relating to each Offering provided by Publisher to Customer and each of the Authorised End Users of Customer. 3.3 Supply of a VeroCard to an Authorised End User Publisher will only supply Offerings to an Authorised End User of Customer in accordance with the process set out in the VeroCard Standard Terms & Conditions. 4. DELIVERY OF VEROCARDS 4.1 Obligation to deliver Publisher will deliver to Customer and each Authorised End User the VeroCard Quantity for Offerings specified in an Order in accordance with the procedure set out in the VeroCard Standard Terms & Conditions. 4.2 Delivery times (a) Delivery times for VeroCards set out in a confirmation of an Order for Offerings are estimates only and Publisher will not be liable for any loss, damage or delay suffered or incurred by Customer, the Authorised End Users of the Customer or their customers arising from early, late or non-delivery of the VeroCards. (b) Publisher may make part deliveries of VeroCards in any Order for Offerings by instalments and each part delivery will constitute a separate supply of the units of the VeroCards upon this Agreement. 4.3 Right to delay delivery (a) At any time following receipt of confirmation of an Order, Publisher may provide notice to Customer that there will be a delay in delivering all or a part of the VeroCard Quantity in the Order if there is an insufficient stock of VeroCards which prevents Publisher being able to fulfil in a reasonable timeframe delivery of the VeroCards in that part of the Order. If there is a shortfall in delivery, Publisher will supply the remaining VeroCards as soon as commercially practicable. (b) The failure of Publisher to deliver any VeroCard under a Supply Agreement will not entitle Customer to treat the Supply Agreement as repudiated. (c) Publisher will not be liable for any loss or damage whatsoever due to failure by Publisher to deliver the VeroCards (or any of them) promptly or at all. 5. REPLACEMENT OF VEROCARDS – DAMAGE, DEFECTS OR LOSS If a VeroCard supplied as part of Offerings is defective, damaged or lost, the replacement processes set out in the VeroCard Standard Terms & Conditions apply. 6. PRICING AND PAYMENT Customer’s pricing and payment terms for a given Order are set forth and governed by the Microsoft Services Agreement and applicable Order. 7. SLAS Publisher may offer further availability and support obligations for an Offering. Such service level agreement (SLA) will be made available by the Publisher at the applicable URL for such SLA or as otherwise communicated to Customer. 8. VERIFYING COMPLIANCE 8.1 Customer to keep records Customer must keep records relating to Offerings it and its Affiliates use or distribute. 8.2 Verification (a) At Publisher’s expense, Publisher may verify Customer’s and its Affiliates’ compliance with this Agreement at any time upon 30 days’ notice. (b) To do so, Publisher may engage an independent auditor (under nondisclosure obligations) or ask Customer to complete a self-audit process. Customer must promptly provide any information and documents that Publisher or the auditor reasonably requests related to the verification and access to systems running the Offerings. (c) If verification or self-audit reveals any unlicensed use, Customer must, within 30 days, order sufficient licenses to cover the period of its unlicensed use. (d) Without limiting Publisher’s other remedies, if unlicensed use is 5% or more of Customer’s total use of all Offerings, Customer must reimburse Publisher for its costs incurred in verification and acquire sufficient licenses to cover its unlicensed use at 125% of the then-current Customer price or the maximum allowed under applicable law, if less. (e) All information and reports related to the verification process will be Confidential Information and used solely to verify compliance. 8.3 No limitation Nothing in this section limits Customer’s right to audit Publisher under the GDPR provisions. 9. REPRESENTATIONS AND WARRANTIES 9.1 Representations and warranties Publisher continuously represents and warrants that: (a) it has full rights and authority to enter into, perform under, and grant the rights in, this Agreement; (b) its performance will not violate any agreement or obligation between it and any third party; (c) the Offering will substantially conform to the Documentation; (d) the Offering will not: (i) to the best of Publisher’s knowledge, infringe or violate any third party patent, copyright, trademark, trade secret, or other proprietary right; or (ii) contain viruses or other malicious code that will degrade or infect any products, services, software, or Customer’s network or systems, and (e) while performing under this Agreement, Publisher will comply with law, including Data Protection Laws and Anti-Corruption Laws, and will provide training to its employees regarding Anti-Corruption Laws. 9.2 Disclaimer Except as expressly stated in this Agreement, the Offering is provided as is. To the maximum extent permitted by law, Publisher disclaims any and all other warranties (express, implied or statutory, or otherwise) including of merchantability or fitness for a particular purpose, whether arising by a course of dealing, usage or trade practice, or course of performance. 10. DEFENCE OF THIRD PARTY CLAIMS 10.1 By Customer Customer will defend Publisher and its Affiliates from and against any and all third party claims, actions, suits, proceedings arising from or related to Customer’s or any authorized user’s violation of this Agreement or user terms (Claims Against Publisher), and will indemnify Publisher and its Affiliates for all reasonable attorney’s fees incurred and damages and other costs finally awarded against Publisher or its Affiliates in connection with or as a result of, and for amounts paid by Publisher or its Affiliates under a settlement Customer approves of in connection with a Claim Against Publisher. Publisher must provide Customer with prompt written notice of any Claims Against Publishers and allow Customer the right to assume the exclusive defence and control of the claim and cooperate with any reasonable requests assisting Customer’s defence and settlement of such matter. 10.2 By Publisher Publisher will defend Customer from and against any and all third party claims, actions, suits, proceedings, and demands alleging that the use of the Offering as permitted under the Contract infringes or misappropriates a third party’s intellectual property rights (Claim Against Customer), and will indemnify Customer for all reasonable attorney’s fees incurred and damages and other costs finally awarded against Customer in connection with or as a result of, and for amounts paid by Customer under a settlement Publisher approve of in connection with a Claim Against Customer; provided, however, that the Publisher has no liability if a Claim Against Customer arises from: (a) Customer Data or non-Publisher products, including third-party software; and (b) any modification, combination or development of the Offering that is not performed or authorized in writing by Publisher, including in the use of any application programming interface (API). Customer must provide Publisher with prompt written notice of any Claim Against Customer and allow Publisher the right to assume the exclusive defence and control and cooperate with any reasonable requests assisting Publisher’s defence and settlement of such matter. This section states Publisher sole liability with respect to, and Customer’s exclusive remedy against Publisher for, any Claim Against Customer. 10.3 Right to choose own counsel Notwithstanding anything contained in clauses 10.1 or 10.2: (a) an indemnified party will always be free to choose its own counsel if it pays for the cost of such counsel; and (b) no settlement may be entered into by an indemnifying party, without the express written consent of the indemnified parties (such consent not to be unreasonably withheld), if: (i) the third party asserting the claim is a government agency; (ii) the settlement arguably involves the making of admissions by the indemnified parties; (iii) the settlement does not include a full release of liability for the indemnified parties; or (iv) the settlement includes terms other than a full release of liability for the indemnified parties and the payment of money. 11. LIMITATION OF LIABILITY 11.1 General limitation For each Offering, subject to the remaining clauses in this clause 10, each party’s maximum, aggregate liability to the other under this Agreement is limited to direct damages finally awarded in an amount not to exceed the amounts Customer was required to pay for the Offerings during the term of the applicable Offerings. 11.2 Publisher liability (a) Publisher’s entire liability and Customer’s exclusive remedies under this agreement will be for Publisher, at its option, to remedy the non-compliance or, if the Offering is a VeroCard Subscription Service, to replace the affected VeroCards within a reasonable time. (b) The foregoing clause does not void any supplementary remedies made available to Customer by a third party with respect to which Publisher will have no liability or obligation. 11.3 Limitation on direct damages Publisher’s maximum liability and Customer’s sole and exclusive remedy for any claim of any type whatsoever arising out of an Offering provided by Publisher to Customer and any Authorised End Users of Customer (including any VeroCard) is limited to proven direct damages caused by Publisher’s sole negligence in an amount not to exceed the amount paid by Customer for the Offering during the 12 month period before the incident. 11.4 Exclusions In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, or loss of use, loss of profits, or interruption of business, however caused or on any theory of liability. 11.5 Exceptions No limitation or exclusions will apply to liability arising out of either party’s: (a) confidentiality obligations (except for liability related to Customer Data, which will remain subject to the limitations and exclusions above); (b) defence obligations; or (c) violation of the other party’s Intellectual Property Rights. 11.6 Limitation period Unless otherwise required by applicable Law, the limitation period for claims for damages will be 12 months after the cause of action accrues, unless statutory law provides for a shorter limitation period. 11.7 Continuation of limitations The foregoing limitations will apply even if any warranty or remedy provided under a Supply Agreement fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to Customer. 12. CUSTOMER DEFAULT AND INDEMNITY 12.1 Default of Customer Without prejudice to any of Publisher’s other rights under a Supply Agreement, if Customer: (a) breaches any term of that Supply Agreement; or (b) fails to make any payment due to Publisher under that Supply Agreement, then Publisher may, in its absolute discretion and without further liability to Customer, exercise any of the Publisher Remedies in relation to that Supply Agreement. 12.2 Indemnity Subject to clause 11.4, Customer agrees to indemnify Publisher and Publisher’s Personnel against any Claims of any nature whatsoever in connection with or arising out of any or all of the following: (a) breach by Customer, any Authorised End User of Customer or any of Customer’s directors, employees, subcontractors and agents, of any warranties, terms or conditions of a Supply Agreement; (b) incorrect application of any of the VeroCards or Offerings by Customer or any Authorised End User of Customer; (c) incorrect information given by Customer any Authorised End User of Customer to anyone relation to any of VeroCards or Offerings; (d) any loss or damage to any VeroCards or Offerings or to property of any person (including Customer’s property) or for any injury to, or death, illness or incapacitation of any person, arising from, contributed to or caused by or in relation to Customer’s use, maintenance, possession or storage of any VeroCards or Offerings and whether occasioned by Publisher’s negligence or otherwise; (e) delivery, selection, purchase, acceptance or rejection, ownership, possession, use, repair, maintenance, storage, or operation of any VeroCards or Offerings, and by whomsoever used or operated (except where used by Publisher or any person on behalf of Publisher); (f) any reasonable action taken by Publisher to remedy a default of a Supply Agreement by Customer or Customer's directors, employees, subcontractors and agents and invitees; or (g) all costs and legal expenses, stamp duties, debt collector fees and any other expenses, taxes or costs (on a full indemnity basis) reasonably incurred by Publisher in order to recover monies owing by Customer for Offerings for which payment has not been received. 12.3 Suspension Publisher may suspend use of the Offering without terminating this Agreement during any period of material breach. Publisher will give Customer reasonable notice before suspending the Offering. Suspension will only be to the extent reasonably necessary. 12.4 Survival The indemnity in clause 12.1 survives termination of each Supply Agreement by either Publisher or Customer for any reason. 12.5 Enforcement It is not necessary for Publisher to incur expense or make payment before enforcing a right of indemnity against Customer conferred by a Supply Agreement. 13. PRIVACY 13.1 Privacy Policy (a) Customer and each of Customer’s Authorised End Users must comply with the Privacy Policy. (b) Customer agrees for Publisher to obtain from a credit-reporting agency a credit report containing personal credit information about Customer in relation to credit provided by Publisher. (c) Customer agrees that Publisher may exchange information about Customer with those credit providers named in the Application for Credit account or named in a consumer credit report issued by a reporting agency for the following purposes: (i) to asses an application by Customer; (ii) to notify other credit provides or a default by Customer; (iii) to exchange information with other credit provides as to the status of this credit account, where Customer is in default with other credit providers; and (iv) to assess the credit worthiness of Customer. (d) Customer consents to Publisher being given a consumer credit report to collect overdue payment on commercial credit (section 18K(1)(h) of the Privacy Act 1988). (e) Customer agrees that personal data provided may be used and retained by Publisher for the following purposes and for other purposes as are agreed between Customer and Publisher or required by Law from time to time: (i) provision of Offerings; (ii) marketing of Offerings provided by Publisher, its agents or distributors; (iii) analysing, verifying and or checking Customer’s credit, payment and/or status in relation to provision of Offerings; (iv) processing of any payment instructions, direct debit facilities and/or credit facilities requested by Customer; and (v) enabling the daily operation of Customer’s account and/or the collection of amounts outstanding in Customer’s account in relation to Offerings. (f) Publisher may give information about Customer to a credit reporting agency for the following purposes: (i) to obtain a consumer credit report about Customer; and/or (ii) allow the credit reporting agency to create or maintain a credit information file containing information about Customer. 13.2 GDPR (a) (EU Standard Contractual Clauses) To the extent applicable, the parties will abide by the requirements of European Economic Area and Swiss data protection law regarding the collection, use, transfer, retention, and other processing of Personal Data from the European Economic Area and Switzerland. All transfers of Customer Data out of the European Union, European Economic Area, and Switzerland will be governed by the Standard Contractual Clauses, as designated by the European Commission, made available by the Publisher at the applicable URL for such terms or as otherwise communicated to Customer. (b) (Personal Data) Customer consents to the processing of Personal Data by Publisher and its Affiliates, and their respective agents and Subcontractors, as provided in this Agreement. Before providing Personal Data to Publisher, Customer will obtain all required consents from third parties (including Customer’s contacts, partners, distributors, administrators, and employees) under applicable privacy and Data Protection Laws. (c) (Processing of Personal Data; GDPR) To the extent Publisher is a processor or subprocessor of Personal Data subject to the GDPR, the Standard Contractual Clauses govern that processing and the parties also agree to the following terms in this subsection (“Processing of Personal Data; GDPR”): (i) (Processor and Controller Roles and Responsibilities) Customer and Publisher agree that Customer is the controller of Personal Data and Publisher is the processor of such data, except when (a) Customer acts as a processor of Personal Data, in which case Publisher is a subprocessor or (b) stated otherwise in any Offering-specific terms. Publisher will process Personal Data only on documented instructions from Customer. In any instance where the GDPR applies and Customer is a processor, Customer warrants to Publisher that Customer’s instructions, including appointment of Processor as a processor or subprocessor, have been authorized by the relevant controller. (ii) (Processing Details) The parties acknowledge and agree that: (A) the subject-matter of the processing is limited to Personal Data within the scope of the GDPR; (B) the duration of the processing will be for the duration of the Customer’s right to use the Offering and until all Personal Data is deleted or returned in accordance with Customer instructions or the terms of this Agreement; (C) the nature and purpose of the processing will be to provide the Offering pursuant to this Agreement; (D) the types of Personal Data processed by the Offering include those expressly identified in Article 4 of the GDPR; and (E) the categories of data subjects are Customer’s representatives and end users, such as employees, contractors, collaborators, and customers, and other data subjects whose Personal Data is contained within any data made available to Publisher by Customer. (iii) (Data Subject Rights; Assistance with Requests) Publisher will make information available to Customer in a manner consistent with the functionality of the Offering and Publisher’s role as a processor of Personal Data of data subjects and the ability to fulfill data subject requests to exercise their rights under the GDPR. Publisher will comply with reasonable requests by Customer to assist with Customer’s response to such a data subject request. If Publisher receives a request from Customer’s data subject to exercise one or more of its rights under the GDPR in connection with an Offering for which Publisher is a data processor or subprocessor, Publisher will redirect the data subject to make its request directly to Customer. Customer will be responsible for responding to any such request including, where necessary, by using the functionality of the Offering. Publisher will comply with reasonable requests by Customer to assist with Customer’s response to such a data subject request. (iv) (Use of Subprocessors) Customer consents to Publisher using the subprocessors listed at the applicable Publisher URL or as otherwise communicated to Customer. Publisher remains responsible for its subprocessors’ compliance with the obligations herein. Publisher may update its list of subprocessors from time to time, by providing Customer at least 14-days notice before providing any new subprocessor with access to Personal Data. If Customer does not approve of any such changes, Customer may terminate any subscription for the affected Offering without penalty by providing, prior to expiration of the notice period, written notice of termination that includes an explanation of the grounds for non-approval. (v) (Records of Processing Activities) Publisher will maintain all records required by Article 30(2) of the GDPR and, to the extent applicable to the processing of Personal Data on behalf of Customer, make them available to Customer upon request. 14. DISPUTE RESOLUTION 14.1 Dispute In the event of any dispute, question or difference of opinion between Customer and Publisher arising out of or under a Supply Agreement (Dispute), a Party may give to the other Party a notice (Dispute Notice) specifying the dispute and requiring its resolution under this clause 14. 14.2 Dispute Representatives to seek resolution (a) If the Dispute is not resolved within 7 days after a Dispute Notice is given to the other Party, each Party must nominate one representative from its senior management to resolve the Dispute (each, a Dispute Representative). (b) If the Dispute is not resolved within 30 days of the Dispute being referred to the respective Dispute Representatives, then either Party may commence legal proceedings in an appropriate court to resolve the matter. 14.3 Performance of obligations during Dispute During the existence of any dispute, the Parties must continue to perform all of their obligations under the Supply Agreement without prejudice to their position in respect of such dispute, unless the Parties otherwise agree. 14.4 Urgent interlocutory relief Nothing in this clause 14 prevents a Party from seeking any urgent interlocutory relief which may be required in relation to the Supply Agreement. 15. GENERAL 15.1 Entire agreement This Agreement supersedes all prior and contemporaneous communications, whether written or oral, regarding the subject matter covered in this Agreement. If there is a conflict between any parts of this Agreement, the following order of precedence will apply: (a) Order; (b) this Agreement; (c) Service Level Agreement (SLA); and (d) Documentation. 15.2 Order of precedence The body of this Agreement will take precedence over any conflicting terms in other documents that are part of this Agreement that are not expressly resolved in those documents. Terms in an amendment control over the amended document and any prior amendments concerning the same subject matter. 15.3 Force Majeure If either Publisher or Customer is prevented from or delayed in complying with an obligation (other than to pay money) by a Force Majeure Event, performance by it of that obligation is suspended during the time, but only to the extent that compliance is prevented or delayed. 15.4 Further assurances Each of Publisher and Customer must do or cause to be done all things necessary to give effect to each Supply Agreement and refrain from doing anything which might hinder performance of each Supply Agreement. 15.5 Agreement not exclusive Customer is free to enter into agreements to license, use and promote the services of others. 15.6 Amendments Unless otherwise agreed in a writing signed by both parties, Publisher will not change the terms of this Agreement, including privacy terms, during the term of this Agreement. 15.7 Relationship of Parties Publisher is an independent contractor and each Supply Agreement does not: (a) constitute a partnership or a joint venture between Publisher and Customer; (b) authorise either of Publisher or Customer to assume or create any obligations on behalf of another, except as specifically permitted under the Supply Agreement; or (c) constitute a relationship between Customer and Publisher as that of employer and employee. 15.8 Assignment Either party may assign this Agreement to an Affiliate, but it must notify the other party in writing of the assignment. Customer consents to the assignment to an Affiliate or third party, without prior notice, of any rights Publisher may have under this Agreement to receive payment and enforce Customer's payment obligations, and all assignees may further assign such rights without further consent. Furthermore, either party may assign this Agreement without the consent of the other party in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such party’s assets. Any other proposed assignment of this Agreement must be approved by the non-assigning party in writing. Assignment will not relieve the assigning party of its obligations under the assigned Agreement. Any attempted assignment without required approval will be void. 15.9 Severance If the whole or any part of a provision of a Supply Agreement is invalid, illegal or unenforceable, then that provision will be severed from the Supply Agreement and will not affect the validity or enforceability of the remaining provisions of the Supply Agreement. 15.10 Waiver The failure or delay by Publisher or Customer to exercise any of its rights conferred upon that party by a Supply Agreement will not operate as a waiver of its rights and will not prevent that party from subsequently enforcing any right or treating any breach by the other party as a repudiation of the Supply Agreement. 15.11 Successors and assigns Each Supply Agreement binds and endures to the benefit of the Publisher and Customer and each of their respective successors and permitted assigns. 15.12 No third party beneficiaries This Agreement does not create any third-party beneficiary rights except as expressly provided by its terms. 15.13 Notices (a) Notices must be in writing and will be treated as delivered on the date received at the address, date shown on the return receipt, email transmission date, or date on the courier confirmation of delivery. (b) Notices to Publisher must be sent to the address stated in the Order. (c) Notices to Customer will be sent to the individual at the address Customer identifies on its account as its contact for notices. (d) Publisher may send notices and other information to Customer by email or other electronic form. 15.14 Governing law Each Supply Agreement is governed by and construed according to the laws of Victoria, Australia. Publisher and Customer each submit themselves exclusively to the courts of competent jurisdiction and the courts of appeal in Victoria, Australia. 16. CONSTRUCTION Neither party has entered this Agreement in reliance on anything not contained or incorporated in it. This Agreement is in English only. Any translation of this Agreement into another language is for reference only and without legal effect. If a court of competent jurisdiction finds any term of the Agreement unenforceable, the Agreement will be deemed modified as necessary to make it enforceable, and the rest of the Agreement will be fully enforced to effect the parties’ intent. Lists of examples following “including”, “e.g.”, “for example”, or the like are interpreted to include “without limitation,” unless qualified by words such as “only” or “solely.” This Agreement will be interpreted according to its plain meaning without presuming that it should favour either party. Unless stated or context requires otherwise: (a) all internal references are to this Agreement and its parties; (b) all monetary amounts are expressed and, if applicable, payable, in U.S. dollars; (c) URLs are understood to also refer to successors, localizations, and information or resources linked from within websites at those URLs; (d) a party’s choices under this Agreement are in its sole discretion, subject to any implied duty of good faith; (e) “written” or “in writing” means a paper document only, except where email is expressly authorized; (f) “days” means calendar days; (g) “may” means that the applicable party has a right, but not a concomitant duty, (h) “partner,” if used in this Agreement or related documents, is used in its common, marketing sense and does not imply a partnership; (i) “current” or “currently” means “as of the Effective Date” but “then-current” means the present time when the applicable right is exercised or performance rendered or measured; (j) “notify” means to give notice under subsection (i) above; and (k) a writing is “signed” when it has been hand-signed (i.e., with a pen) or signed via an electronic signature service by a duly authorized representative of the signing party. 17. DEFINITIONS 17.1 Definitions in VeroCard Standard Terms & Conditions Terms used in this Customer Agreement that are defined in the VeroCard Standard Terms & Conditions have the same meaning when used in this Customer Agreement. 17.2 Other Definitions In addition to clause 17.1, in this Agreement, unless the contrary intention appears from the context: Additional Offerings has the meaning in clause 1.7(a). Affiliate means any legal entity that controls, is controlled by, or is under common control with a party. Anti-Corruption Laws means all laws against fraud, bribery, corruption, inaccurate books and records, inadequate internal controls, money-laundering, and illegal software, including the U.S. Foreign Corrupt Practices Act. Authorised End User means a person who, or entity that, uses Offerings, being each of: (a) Customer, where it or they are provided with a VeroCard and has or have registered a VeroID; and (b) if applicable, each Customer Personnel who, by following the steps set out in this Agreement, has been: (i) provided (by or at the direction of Customer) with a VeroCard; and (ii) is authorised by Customer to: (A) register and has registered, a VeroID; and (B) use Offerings. Claims Against Customer has the meaning in clause 10.1. Claims Against Publisher has the meaning in clause 10.2. Customer Data means all data, including all text, sound, software, image or video files that are provided to Publisher or its Affiliates by, or on behalf of, Customer and its Affiliates through use of the Offering. Customer Data does not include Support Data. Customer Personnel means any officer, employee, agent, representative, sub-contractor or consultant of Customer. Data Protection Law means any law applicable to Publisher or Customer, relating to data security, data protection and/or privacy, including GDPR, and any implementing, derivative or related legislation, rule, regulation, and regulatory guidance, as amended, extended, repealed and replaced, or re-enacted. Documentation means all user manuals, handbooks, training material, requirements, and other written or electronic materials Publisher makes available for, or that result from use of, the Offering. Dispute has the meaning in clause 14.1. Feedback means ideas, suggestions, comments, input, or know-how, in any form, that one party provides to the other in relation to recipient’s Confidential Information, products, or services. Feedback does not include sales forecasts, future release schedules, marketing plans, financial results, and high-level plans (e.g., feature lists) for future products. GDPR means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to processing of personal data and the free movement of that data. Offering means each VeroGuard (VeroCard) Subscription Service and all services, websites (including hosting), solutions, platforms, and products identified in an Order and that Publisher makes available under or in relation to this Agreement, including the software, equipment, technology and services necessary for Publisher to provide the foregoing. Offering availability may vary by region. Order means an ordering document used to transact the Offering via the Marketplace. Personal Data means any information relating to an identified or identifiable natural person. Standard Contractual Clauses means the standard data protection clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection, as described in Article 46 of the GDPR. Subcontractor means any third party: (a) to whom Publisher delegates its obligations under this Agreement, including a Publisher Affiliate not contracting directly with Customer through an Order; or (b) who, in performing under a contract between it and Publisher or a Publisher Affiliate, stores, collects, transfers or otherwise processes Personal Data (obtained or accessed in connection with performing under this Agreement) or other Customer Confidential Information. Support Data means all data, including all text, sound, video, image files, or software, that are provided to Publisher by or on behalf of Customer (or that Customer authorizes Publisher to obtain from an Offering) through an engagement with Publisher to obtain technical support for the Offering covered under this Agreement. use means to copy, download, install, run, access, display, use or otherwise interact with. VeroCard Quantity means, for each Supply Agreement, the quantity of individual VeroCards that Customer intends to Activate, as set out in the Order. VeroCard Standard Terms & Conditions means the Authorised End User Standard Terms and Conditions for using a VeroCard Subscription Service, as amended from time to time and as posted on the Website. VeroCard Subscription Service has the meaning in the VeroCard Standard Terms & Conditions. VeroGuard Application Subscription Service has the meaning in the VeroCard Standard Terms & Conditions. VeroGuard (VeroCard) Subscription Services means each VeroCard Subscription Service and each VeroGuard Application Subscription Service.