Master Subscription agreement

Updated: June 11, 2018

This agreement governs Your acquisition and use of Our products and services.

By accepting this agreement, through execution of an order form referencing this agreement or through other means, or by using the Services, You agree to the terms of this agreement. If You are entering into this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind that entity and its affiliates to these terms and conditions, in which case the terms “You” and “Your” in this agreement refer to that entity and its affiliates. If You do not have that authority, or if You do not agree with these terms and conditions, You must not accept this agreement and may not use Our products or services.

This Agreement is effective between You and Us as of the date You accept it.

1 DEFINITIONS

1.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

1.2 “Agents” means the number of registered and scheduled persons in the Service as defined in the Service Specification.

1.3 “Agreement” means this Master Subscription Agreement, any documents linked to in this Master Subscription Agreement and addenda to this Master Subscription Agreement that are provided by Us and accepted by You.

1.4 “Beta Services” means Our services that are not generally available to customers.

1.5 “Effective Date” means the date when You are accepting this Agreement as described above.

1.6 “Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

1.7 “Minimum Commit” means the minimum number of Agents ordered by You under an Order Form.

1.8 “Non-Teleopti Applications” means online applications and services and offline software products that are provided by entities or individuals other than Us, and that interoperate with the Services.

1.9 “Order Form” means an ordering document specifying the Services to be provided hereunder that is entered into between You and Us or any of Our Affiliates or an order for Services that You have placed with a Reseller, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

1.10 “Professional Services” means configuration and implementation, project management, training and other services that You can order from Us.

1.11  “Reseller” shall mean a reseller or a distributor authorized by Us to resell the Services to You.

1.12  “Services” means the services that are ordered by You under an Order Form and made available online by Us, including associated offline components, as described in the Service Specification. “Services” exclude Non-Teleopti Applications.

1.13 “Service Specification” means the functional specification of the Services in effect from time to time. You can read the Service Specification through this link; Service Specification

1.14 “User” means an individual who is authorized by You to use a Service, for whom You have ordered the Service, and to whom You (or We at Your request) have supplied a user identification and password. Users may include, for example, Your employees, consultants, contractors and agents, and third parties with which You transact business.

1.15 “Us”“Our”, “We” and “Teleopti” means the Teleopti legal entity that is providing the Services to you and is Your contracting partner as You can see in section 12 below.

1.16 “You” means the customer company that You represent, as defined above.

1.17 “Your Data” means electronic data and information submitted by or for You to the Services.

2 OUR RESPONSIBILITIES

2.1 Provision of Services. We will (a) make the Services available to You pursuant to this Agreement and the applicable Order Forms, (b) provide Our standard support for the Services to You at no additional charge, if not otherwise agreed in an Order Form. You can find a description of Our support offering here: Support Offering and (c) use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for: (i) planned downtime due to platform maintenance, and (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, Non-Teleopti Application, or denial-of-service attack.

2.2 Protection of Your Data. We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. Those safeguards are described in the current Teleopti Security Overview which You can read at: Security Overview. The safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data by Our personnel except (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by law in accordance with the “Confidentiality: Compelled Disclosure” section below, or (c) as expressly permitted in writing by You. Where Your use of Services includes the processing of personal data (as described in the EU Data Protection Directive 95/46/EC and the EU General Data Protection Regulation 2016/679 ( the “GDPR”) which replaces the Directive 95/46/EU as from May 25, 2018) within the European Economic Area (EEA) and You are subject to the GDPR, the terms of the data processing addendum at https://www.teleopti.com/wfm/legal/dpa.pdf (“DPA”) shall apply to such processing, and shall be incorporated into this Agreement, provided and from the date that You send to privacy@teleopti.com a copy of the DPA signed by You in accordance with the instructions therein. If the GDPR does not apply to You the Teleopti Service Privacy Policy will apply, You find the Teleopti Service Privacy Policy at: Service Privacy Policy

2.3 Our Professional Services. We may also provide You with Professional Services to enable you to fully utilize the Services. You order Professional Services through an Order Form in which we together define what You need and what We will provide You with. You can find the terms and conditions for Professional Services here: Professional Services Terms

2.4 Our Personnel. We will be responsible for the performance of Our personnel (including Our employees and contractors) and their compliance with Our obligations under this Agreement, except as otherwise specified herein.

2.5 Beta Services. From time to time, We may invite You to try Beta Services. You may accept or decline any such trial in Your sole discretion. Beta Services will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation or by a description of similar import. Beta Services are for evaluation purposes and not for production use, are not considered “Services” under this Agreement, are not supported, and may be subject to additional terms. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available. We may discontinue Beta Services at any time in Our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service.

2.6 Purchase from Reseller. If You purchase Services or Professional Services from a Reseller, We will provide You with the Services on the terms and conditions of this Agreement but the Professional Services will be provided by the Reseller and the terms and conditions for such Professional Services, pricing and payment terms will be those agreed upon between You and the Reseller. The Reseller might offer You additional services and if so, the terms and conditions as well as prices for such services will be as agreed by You and the Reseller.  We will not be obligated to provide any refunds or credits directly to You instead any such refunds or credits will be credited to Your Reseller, nor will We be liable for the acts or omissions of the Reseller or for the Reseller’s services. If the Reseller becomes bankrupt, ceases doing business or the like, or Your agreement with the Reseller terminates, You will be obligated to pay Us directly to continue to use or receive the Services.

3 USE OF SERVICES

3.1 Subscriptions. Unless otherwise provided in the applicable Order Form, (a) Services are purchased as subscriptions, (b) subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions.

3.2 Measure of Usage. We will measure Your usage of number of Agents for the Service for every day. For each calendar month the “Actual Usage” for that month is the number of Agents on the day with the highest number of Agents.

3.3 Usage above Minimum Commit. We will inform You about any Actual Usage above Minimum Commit (“Burst Usage”) and You agree to pay for any such Burst Usage. Should Your payment of Burst Usage require You to execute an Order Form with Us or with Your Reseller, You agree to execute such Order Form within 10 days from receiving information about the Burst Usage from Us.

3.4 Your Responsibilities. You will (a) be responsible for Users’ compliance with this Agreement, (b) be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired Your Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify Us promptly of any such unauthorized access or use, and (d) use Services only in accordance with this Agreement, applicable laws and government regulations.

3.5 Usage Restrictions. You will not (a) make any Service available to, or use any Service for the benefit of, anyone other than You or Users, (b) sell, resell, license, sublicense, distribute, rent or lease any Service, or include any Service in a service bureau or outsourcing offering, (c) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service to store or transmit individuals’ health, medical or payment card information, (e) use a Service to store or transmit Malicious Code, (f) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (g) attempt to gain unauthorized access to any Service or its related systems or networks, (h) permit direct or indirect access to or use of any Service in a way that circumvents a contractual usage limit, or use any of Our Services to access or use any of Our intellectual property except as permitted under this Agreement or an Order Form, (i) copy a Service or any part, feature, function or user interface thereof, (j) frame or mirror any part of any Service, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in writing by Us, (k) access any Service in order to build a competitive product or service or to benchmark with a non-Teleopti product or service, or (l) reverse engineer any Service (to the extent such restriction is permitted by law). If You use the Services in a way that breaches this Agreement and threatens the security, integrity or availability of the Services, We may immediately suspend the Services; however, We will use efforts reasonable under the circumstances to provide You with notice and an opportunity to remedy the breach before any such suspension.

4 NON-TELEOPTI PROVIDERS

4.1 Integration with Non-Teleopti Applications. The Services may contain features designed to interoperate with Non-Teleopti Applications such as, but not limited to, ACD, Routing platforms, CRM systems and HR systems. To use such features, You may be required to obtain access to Non-Teleopti Applications from their providers, and may be required to grant Us access to Your account(s) on the Non-Teleopti Applications. If the provider of a Non-Teleopti Application ceases to make the Non-Teleopti Application available for interoperation with the corresponding Service features, We may cease providing those Service features without entitling You to any refund, credit, or other compensation.

4.2 Right to deny integration with Non-Teleopti Applications. Teleopti reserves the right to limit or deny integration of Non-Teleopti Applications with the Service if that integration has, or is likely to have, a negative impact on performance for the Service.

4.3 Non-Teleopti Applications and Your Data. If You integrate a Non-Teleopti Application for use with a Service, You grant Us permission to allow the provider of that Non-Teleopti Application to access Your Data as required for the interoperation of that Non-Teleopti Application with the Service. We are not responsible for any disclosure, modification or deletion of Your Data resulting from access by a Non-Teleopti Application.

5 FEES AND PAYMENT

5.1 Fees. You will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) Fees are based on Minimum Commit and (ii) Burst Usage, (iii) Payment obligations are non-cancelable and fees paid are non-refundable, and (iv) Purchased Minimum Commit cannot be decreased during the relevant subscription term.

5.2 Invoicing and Payment. Fees for Minimum Commit will be invoiced quarterly in advance and Fees for Burst Usage will be invoiced quarterly in arrears and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, fees are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.

5.3 Overdue Charges. If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower

5.4 Suspension of Service. If any charge owing by You is 30 days or more overdue, We may, without limiting Our other rights and remedies, suspend Services until such amounts are paid in full, provided We have given You at least 10 days’ prior notice that Your account is overdue in accordance with the “Notices” section below.

5.5 Payment Disputes. We will not exercise Our rights under the “Overdue Charges” or “Suspension of Service” section above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

5.6 Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, GST, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this section, We will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. We will calculate applicable Taxes based on the address where You primarily use the Services as specified in the relevant Order Form. You will be responsible for self-assessing and paying any additional Taxes arising from Your use of Services at a different address. You will promptly notify Us of any changes to any of Your addresses specified in an Order Form. For clarity, We are solely responsible for taxes assessable against it based on Our income, property and employees.

5.7 Future Functionality. You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features.

6 PROPRIETARY RIGHTS AND LICENSES

6.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, We and Our licensors reserve all of their right, title and interest in and to the Services, including all of their related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

6.2 License by You to Host Your Data. You grant Us, Our Affiliates and Our hosting providers a worldwide, limited-term license to host, copy, transmit and display Your Data, and any Non-Teleopti Applications and program code created by or for You using a Service, as necessary for Us to provide the Services in accordance with this Agreement. Subject to the limited licenses granted herein, We acquire no right, title or interest from You or Your licensors under this Agreement in or to any Your Data, Non-Teleopti Application or program code.

6.3 License by You to Use Feedback. You grant to Us and Our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Users relating to the operation of the Services.

7 MUTUAL CONFIDENTIALITY

7.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data; Our Confidential Information includes the Services; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

7.2 Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section.

7.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

8 REPRESENTATION, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

8.1 Representation. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

8.2 Our Warranties. We warrant that (a) the Services will perform materially in accordance with the Service Specification, (b) We will not materially decrease the functionality of the Services during a subscription term, and (c) We will not materially decrease the overall security of the Services during a subscription term. For any breach of an above warranty, Your exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below.

8.3 Disclaimers. Except as expressly provided herein, neither party or its licensors make any warranty of any kind, whether express, implied, statutory or otherwise, and each party and its licensors specifically disclaim all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law. We do not guarantee that Services will be error-free, will meet Your requirements, or will address all laws, rules or standards applicable.

9 MUTUAL INDEMNIFICATION

9.1 Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the use of a Service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You in settlement of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to a Service, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of that Service in accordance with this Agreement, or (iii) terminate Your subscriptions for that Service upon 30 days’ written notice and refund You any prepaid fees covering the remainder of the term of the terminated subscriptions.

9.2 Indemnification by You. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that the Your Data, or Your use of any Service in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against Us”), and will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us in settlement of, a Claim Against Us; provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.

9.3 Exclusive Remedy. This Section 9 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this section.

10 LIMITATION OF LIABILITY

10.1 Limitation of Liability. Either party’s maximum total aggregate liability under this Agreement for any claim shall not exceed one hundred percent (100%) of the amount actually paid by You to Us under this Agreement during the twelve (12) months period preceding the event or series of related events to which such specific claim relates. The above limitations will apply whether an action is in contract or tort and regardless of the theory of liability.

10.2 Exclusions. In no event will either party have any liability to the other party for any lost profits, revenues, goodwill or indirect, special, incidental, consequential, cover, business interruption, loss or corruption of data, or punitive damages, and in no event will either party’s licensor have any liability under this Agreement for any damages, however caused, whether an action is in contract or tort and regardless of the theory of liability, even if a party has been advised of the possibility of such damages or if a party’s remedy otherwise fails of its essential purpose. The foregoing disclaimer will not apply to the extent prohibited by law.

10.3 Limitation of Restrictions. The above limitations will not limit Your payment obligations under the “Fees and Payment” section above. In addition, if You are domiciled in the European Union, then nothing in this “Limitation of Liability” section shall exclude or limit the liability of either party for death or personal injury caused by that party’s negligence or for fraud or fraudulent misrepresentation or for any other liability to the extent that the same may not be excluded or limited as a matter of applicable law.

11 TERM AND TERMINATION

11.1 Term of Agreement. This Agreement commences on the Effective Date and continues until the 30th day after all subscriptions hereunder have expired or have been terminated.

11.2 Term of Subscriptions. The initial term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified below or in an Order Form, each subscription will automatically recommence for a renewal term with the same duration as the initial term unless either party gives the other notice of non-renewal at least 60 days before the end of the relevant subscription term. The per-unit pricing during any automatic renewal term will be the same as that during the immediately prior term unless We have given You written notice of a price increase at least 90 days before the end of that prior term, in which case the price increase will be effective upon renewal and thereafter. Any such price increase will not exceed 7% of the price for the applicable Service in the immediately prior subscription term, unless the price in the prior term was designated in the relevant Order Form as promotional or one-time.

11.3 Decrease of Minimum Commit. The Minimum Commit may be decreased for a new subscription period through an execution of an Order Form, at least 60 days before the end of the relevant subscription term. The per-unit pricing may increase with a decreased Minimum Commit.

11.4 Termination. A party may terminate this Agreement for cause if the other party (a) materially breaches this Agreement and fails to cure the breach within 30 days after written notice by the non-breaching party detailing the breach, or (b) becomes the subject of a petition in bankruptcy or other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, and such petition or proceeding is not dismissed within 60 days.

11.5 Refund or Payment upon Termination. If You terminate this Agreement in accordance with Section 11.4 (Termination), We will refund You any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Us in accordance with Section 11.4 (Termination), You will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.

11.6 Data Portability and Deletion. Upon request by You made within 30 days after the effective date of termination or expiration of this Agreement, or within 30 days after any suspension under the second sentence of the “Suspension of Services” section above, whichever is earlier, We will make the Your Data available to You for export or download during 10 days. After download, Your Data is presented in BACPAC (Azure SQL database backup) format or other format decided by Us from time to time. This service is charged at the then current price list for Professional Services. After such 30-day period, We will have no obligation to maintain or provide any Your Data, and will thereafter delete or destroy all copies of Your Data in Our systems or otherwise in Our possession or control, unless legally prohibited.

11.7 Surviving Provisions. Sections 5 (Fees and Payment), 6 (Proprietary Rights and Licenses), 7 (Mutual Confidentiality), 8.3 (Disclaimers), 9 (Mutual Indemnification), 10 (Limitation of Liability), 11.5 (Refund or Payment upon Termination), 11.6 (Data Portability and Deletion), 11.7 (Surviving Provisions), 12 (Who You are Contracting With, Notices, Governing Law and Arbitration) and 13 (General Provisions) will survive any termination or expiration of this Agreement.

12 WHO YOU ARE CONTRACTING WITH, NOTICES, GOVERNING LAW, JURISDICTION AND ARBITRATION

12.1 General. If not agreed otherwise in an Order Form, who You are contracting with under this Agreement, who You should direct notices to under this Agreement, what law will apply in any dispute arising out of or in connection with this Agreement, and where and how such disputes will be resolved, depend on where You are domiciled.

If You are domiciled in:

You are contracting with:

Notices should be addressed to:

The governing law is:

Exclusive forum for resolution of disputes is:

The EAA except for Germany, UK

Teleopti AB

Teleopti AB
Linnégatan 87D
PO Box 24169

104 51
Stockholm
Sweden
or
legal@teleopti.com

The substantive laws of Sweden

Swedish courts

UK

Teleopti AB

Teleopti AB
Linnégatan 87D

PO Box 24169

104 51
Stockholm
Sweden
or
legal@teleopti.com

The laws of England and Wales

The Arbitration Institute of the International Chamber of Commerce. The arbitral tribunal shall be composed of one arbitrator, the place of arbitration shall be Stockholm and the language to be used in the arbitral proceedings English

Germany

Teleopti Gmbh

Teleopti AB
Linnégatan 87D

PO Box 24169

104 51
Stockholm
Sweden
or
legal@teleopti.com

German law

The Arbitration Institute of the International Chamber of Commerce. The arbitral tribunal shall be composed of one arbitrator, the place of arbitration shall be Stockholm and the language to be used in the arbitral proceedings English

The United States of America, Mexico or a country in Central or South America or the Caribbean excluding Brazil

Teleopti Inc.

Teleopti Inc.
5619 DTC Parkway
Suite 910
Greenwood Village
CO 80111
USA
or
legal@teleopti.com

State of New York

The Arbitration Institute of the International Chamber of Commerce. The arbitral tribunal shall be composed of one arbitrator, the place of arbitration shall be Stockholm and the language to be used in the arbitral proceedings English

Brazil

Teleopti Brasil Tecnologia da Informacao LTDA

Teleopti AB
Linnégatan 87D

PO Box 24169

104 51
Stockholm
Sweden
or
legal@teleopti.com

Laws of Brazil

Proper venue for legal adjudication of any dispute between the parties shall be in a court of competent jurisdiction located in Sao Paulo.

Any other country

Teleopti AB

Teleopti AB
Linnégatan 87D

PO Box 24169

104 51
Stockholm
Sweden
or
legal@teleopti.com

England and Wales

The Arbitration Institute of the International Chamber of Commerce. The arbitral tribunal shall be composed of one arbitrator, the place of arbitration shall be Stockholm and the language to be used in the arbitral proceedings English

12.2 Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing, in the English language and will be effective upon (a) personal delivery, (b) the second business day after mailing, (c) confirmed delivery by courier service, or (d), except for notices of termination or an indemnifiable claim (“Legal Notices”), the day of sending by email. Notices to Us will be addressed as specified in Section 12.1 (General) above. Billing-related notices to You will be addressed to the relevant billing contact designated by You, and Legal Notices to You will be addressed to You and be clearly identifiable as Legal. Notices. All other notices to You will be addressed to the relevant Services system administrator designated by You.

12.3 Agreement to Governing Law and Jurisdiction and Dispute Resolution. Each party agrees to the applicable governing law and dispute resolution above without regard to choice or conflicts of law rules.

12.4 Legal Fees and Costs. The prevailing party in any action arising from or relating to this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs, including, without limitation, arbitration fees and fees of experts.

12.5 Jurisdiction Specific Terms. If you are located in a specific jurisdiction there might be requirements for certain additional legal terms which may add or amend the terms and conditions of this Agreement: You can find such jurisdictions and additional terms and conditions here.

13 GENERAL PROVISIONS

13.1 Export Compliance. The Services, other technology of Ours, and derivatives thereof may be subject to export laws and regulations. We and You each represent that it is not named on any EU or U.S. government denied-party list. You will not permit any User to access or use any Service in an EU or U.S.-embargoed country or in violation of any applicable export law or regulation.

13.2 Anti-Corruption. The parties will comply with all applicable laws, regulations and sanctions relating to anti-bribery and anti-corruption. You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from Our employee or agent in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Us.

13.3 Publicity and Reference. Either party may publicly identify the other party as a customer or vendor, as applicable, using the other party’s name and logo. Either party may issue a press release announcing Your selection of the Services, the text of which will be subject to the other party’s prior written approval, not to be unreasonably withheld or delayed. You will use commercially reasonable efforts to act as a sales reference for Us upon request once per quarter, provided You are satisfied with the Services.

13.4 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between You and Us regarding Your use of Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated in Your purchase order or in any other order documentation of Yours (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form and (2) this Agreement.

13.5 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

13.6 Waiver. No failure or delay by either party in exercising any right hereunder will constitute a waiver of that right.

13.7 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

13.8 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety, together with all Order Forms, without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, We will refund You any prepaid fees covering the remainder of the term of all subscriptions. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.


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 Master Subscription agreement - March 7, 2018