This Syndeo Cloud Platform Agreement (“Agreement”) is entered into by the parties to the Order as of the date both parties have executed the Order (the “Effective Date”).  By executing an Order, the parties agree to be bound by the applicable Order, this Agreement and any other separately executed SOWs incorporating this Agreement. In consideration of the mutual promises and obligations in this Agreement, the sufficiency of which is hereby acknowledged, the parties agree as follows.

1. SYNDEO CLOUD PLATFORM

1.1 Subscription License. Subject to the terms of this Agreement, Syndeo grants Customer a non-transferable, non-sublicensable, non-exclusive Subscription to access and use the Syndeo Cloud Platform during the Term. 

1.2     Pricing. The price structure for the Syndeo Cloud Platform is as set forth in the following link: https://syndeo.cx/syndeo-pricing-structure/

1.2 SLA and Support. Syndeo will make the Syndeo Cloud Platform available subject to the terms set forth in the SLA. Additionally and as indicated in an Order, Customer may purchase either standard or premium level Support. 

1.3 Changes. Syndeo may make commercially reasonable changes to the Syndeo Cloud Platform from time to time provided that the changes do not result in any material degradation in functionality or performance of the Syndeo Cloud Platform.   

1.4 Data Retention. Where any Customer Data is stored in the Syndeo Cloud Platform, Customer will have the ability to set a data retention period to allow it time to extract the data after expiration or termination of the Subscription. After the retention period ends, Syndeo will disable Customer’s account and delete the Customer Data.

1.5 Acceptable Use. 

1.5.1 Customer will not, and will not permit or authorise others, to use the Syndeo Cloud Platform for any of the following: (i) to violate applicable Law; (ii) to transmit Malicious Code; (iii) to interfere with, unreasonably burden, or disrupt the integrity or performance of the Syndeo Cloud Platform; (iv) to attempt to gain unauthorised access to systems or networks; or (v) to provide the Syndeo Cloud Platform to non-user third parties including by resale, lend or lease. 

1.5.2 Customer will use commercially reasonable efforts to prevent and/or block any prohibited use by Customer personnel or Customer’s users.

1.5.3 Customer will maintain any reasonable, appropriate administrative, physical, and technical level of security regarding its account ID, password, antivirus and firewall protections and connectivity with the Syndeo Cloud Platform.

1.6 Suspension. Syndeo reserves the right to suspend the Syndeo Cloud Platform, or portion thereof, or reject or cancel the transmission of any information through the Syndeo Cloud Platforms based upon (i) reasonable belief that the Customer’s use of the Syndeo Cloud Platforms is in violation of section 1.5.1 or the Customer is in violation of the any term of this Agreement in a material respect,  (ii) Customer’s failure to pay amounts when due, or (iii) an imminent compromise to the security or integrity of the network. As practicable depending on the circumstances, Syndeo will provide notice of the suspension. Syndeo will give at least thirty (30) days’ notice before suspending for non-payment. If Customer does not fully address the reasons for the suspension within sixty (60) days, Syndeo may terminate the Subscription and delete any Customer Data without any retention period. Syndeo may also terminate the Subscription if the Syndeo Cloud Platform is suspended more than twice in any twelve (12) month period. Fees shall apply during periods of suspension and as incurred for unauthorised use of the Syndeo Cloud Platform.

1.7. Retirement of services or features.  Syndeo will consult with the Customer and provide it with six (6) months’ notice before removing any material feature or functionality or discontinuing a service, unless security, legal or system performance considerations require an expedited removal.  

2. PROFESSIONAL SERVICES

2.1 Statements of Work.  Customer may retain Syndeo to perform Professional Services as set forth in a mutually acceptable Statement of Work (“SOW”).   

2.2 Staffing.  Syndeo will make all staffing decisions in its performance of the Professional Services including use of subcontractors.  Syndeo will be responsible for the performance of subcontractors hereunder.

2.3 Resources.  Customer shall make available in a timely manner at no charge to Syndeo all data, facilities, data, equipment or other resources reasonably required by Syndeo to perform the Professional Services. 

2.4 Ownership.  The IPR in pre-existing Syndeo components, tools and implementation techniques vest in and will remain vested in Syndeo. Except as otherwise set forth in this Agreement, the IPR in the Professional Services (and the results of the Professional Services) performed by Syndeo exclusively for the Customer shall vest in the Customer when all fees due for payment under a SOW have been paid to Syndeo provided that the Customer confers on Syndeo a non-transferable, non-time limited, exclusive licence back to Syndeo to use as it sees fit, the IPR in the Professional Services. Nothing in this clause shall operate to restrict Syndeo’s ability to use for any purpose it thinks fit any know how or experience including programming tools, skills and techniques, gained or arising from the performance of the Professional Services, subject to any obligations of confidentiality that it may owe to the Customer.   

3.  INVOICING AND PAYMENT

3.1 Fees shall be as set forth in the Order and/or SOW (“Fees”). Unless otherwise stated in an Order or this Agreement all Fees are due for payment within thirty (30) days of the date of the applicable invoice. 

3.2 Syndeo shall invoice the Customer immediately upon signature of an Order for all Fees due on signature. During the Initial Term and any Extended Term the Fees for Subscriptions shall be invoiced to the Customer in advance of the end of the period paid for the then current Subscription payment and such Fees must be paid by the Customer before the last day covered by the current Subscription payment. Unless otherwise agreed, Syndeo shall invoice the Customer on a monthly basis as Professional Services are performed and expenses incurred.      

3.3 Customer will reimburse all pre-approved travel and other expenses (if any) incurred in connection with the Professional Services and/or provision of Support. 

3.4 All Fees are exclusive of taxes (including value added, sales and use taxes and other government fees, duties and taxes) which if applicable shall be stated on any invoice and are to be paid by Customer in addition to the Fees.  

3.5 Syndeo reserves the right to update Fees and other terms for any Extended Term by notice to Customer at least sixty (60) days’ prior to the end of the then-current Term.  Such changes will become effective for Customer upon commencement of an Extended Term. 

3.6. If Customer in good faith disputes the amount of any invoice, Customer will timely pay the undisputed amount and will notify Syndeo in writing of the disputed amount no later than the date payment would otherwise be due, providing the reasons for the dispute.  The parties will attempt in good faith to resolve the dispute within ten (10) days after Syndeo’ receipt of Customer’s notice of dispute (the “Resolution Period”).  Upon resolution of the dispute, Customer will pay the resolved amount promptly but in any case within five (5) days of mutual agreement resolving the dispute. If the dispute is not resolved within the Resolution Period, then each party will be entitled to pursue all available remedies.

4.  TERM AND TERMINATION

4.1. The term of the Agreement shall commence upon the Effective Date and shall continue for the duration of any effective Order or SOW. 

4.2. In the absence of a written non-renewal notice from either Party provided at least sixty (60) days prior to the end of the applicable Term, each Term shall automatically renew for the Extended Term. 

4.3. Either party will have the right to terminate this Agreement including any Order or SOW by written notice to the other party if (a) the other party has breached a material obligation under this Agreement or any Order or SOW and such breach remains uncured for a period of thirty (30) days after written notice of such breach is sent to the other party; provided  such breach is curable, it being understood that a breach of sections 6.1 and 6.2 are incurable.; or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Upon any termination of the Agreement by Syndeo for breach by Customer, Customer shall pay any unpaid Fees covering the remainder of the Term after the effective date of termination, and prepaid fees shall not be refunded. Termination of the Agreement by a party shall be without prejudice to any right or remedy of such party under the Agreement or applicable Law. 

5.4. Except as otherwise stated therein, upon execution by both parties, each Order shall be a non-cancelable, non-refundable order by Customer. Upon termination of this Agreement (or an Order) for any reason all licenses granted hereunder and Customer’s access to the Syndeo Cloud Platform and Support will terminate.

6.  INTELLECTUAL PROPERTY

6.1  All Intellectual Property Rights in the Syndeo Cloud Platform (and other materials or services provided hereunder) remain the exclusive property of Syndeo and its licensors or suppliers, as applicable. Syndeo and its licensors and suppliers reserve all rights not expressly granted in this Agreement and own all rights in all Derivative Works (and other materials provided hereunder) and any copy, translation, modification, adaptation or derivation (including any improvement or development) of the Syndeo Cloud Platform (and all other materials provided hereunder). 

6.2 No implied licenses are granted hereunder. Customer is granted no rights in or to the Syndeo Cloud Platform except as expressly set forth under an Order. Customer shall not (a) modify or create any Derivative Works, functionally equivalent works, or translations of the Syndeo Cloud Platform or any other materials provided hereunder, (b) reverse engineer the Syndeo Cloud Platform or take any action that jeopardises Syndeo’ rights or the rights of its licensors and service providers in any materials made available to Customer hereunder; (c) access the Syndeo Cloud Platform in order to build a competitive product or service or to assist anyone else to compete with Syndeo; or (d) use the Syndeo Cloud Platform in a way that violates any Law.

6.3 As between Syndeo and Customer, the Customer Data are the proprietary material of Customer and shall be considered Customer’s Confidential Information. Customer grants Syndeo a non-exclusive, non-sublicenseable (except to parties working on Syndeo’ behalf), non-transferable, royalty-free license to access, process, store, transmit, and otherwise make use of the Customer Data as directed by Customer or as necessary to provide the Services and to otherwise fulfill its obligations under and in accordance with this Agreement. 

6.4. Nothing in this Agreement precludes or limits Syndeo in any way from providing materials or services that are similar to materials or services provided or contemplated in this Agreement or developing deliverables or other materials or services that are similar to or compete with any materials or services developed as a result of this Agreement, regardless of their similarity to the Syndeo Cloud Platform. Syndeo will be free to use any concepts, processes, techniques, improvements or other know-how developed by Syndeo in the course of performance of this Agreement free from any use restriction or payment obligation.  For the avoidance of doubt, but subject to this Agreement, including this section 6.4 Syndeo does not claim any rights to any of Customer’s Confidential Information.

7.  WARRANTIES

7.1 Syndeo warrants that the (i) Professional Services and (ii) Support will be performed in a professional and workmanlike manner and in accordance with applicable requirements of this Agreement.

7.2 Syndeo warrants that the Syndeo Cloud Platform will materially conform to the specifications set forth in the Documentation.  

7.3 Customer’s sole and exclusive remedy for breach of the warranties set forth in this section shall be for Syndeo to re-perform non-conforming services or to correct errors.

7.4 EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 7, THE SYNDEO CLOUD PLATFORM IS PROVIDED TO CUSTOMER ON AN “AS IS” ‘WHERE IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SYNDEO MAKES NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE SYNDEO CLOUD PLATFORM WILL BE UNINTERRUPTED, TIMELY, COMPLETE, OR ERROR-FREE. 

8.  LIMITATION OF LIABILITY

8.1 THE CUMULATIVE AGGREGATE LIABILITY OF A PARTY UNDER THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES AND SHALL NOT EXCEED THE FEES PAID TO SYNDEO DURING THE TWELVE MONTHS IMMEDIATELY PRIOR TO THE COMMENCEMENT OF THE DISPUTE FOR SERVICES THAT ARE THE SUBJECT OF THE DISPUTE. CUSTOMER AGREES THAT THIS LIMITATION ON LIABILITY FORMS A FUNDAMENTAL BASIS OF THE BARGAIN HEREUNDER, IN THE ABSENCE OF WHICH, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD HAVE BEEN DIFFERENT.  

8.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE DAMAGES OF ANY CHARACTER, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING LOSS OF BUSINESS OR GOOD WILL, WORK STOPPAGE, LOST PROFITS, REVENUE, DATA OR USE, COMPUTER FAILURE OR MALFUNCTION), COVER DAMAGES , OR OTHER SIMILAR DAMAGES REGARDLESS OF THE LEGAL THEORY ASSERTED, WHETHER IN CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF AN AGREED REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS HELD UNENFORCEABLE FOR ANY OTHER REASON. 

8.3 THIS LIMITATION OF LIABILITY SHALL NOT OPERATE SO AS TO: (I) REDUCE ANY AMOUNTS DUE AS FEES; (II) LIMIT LIABILITY ARISING IN CONNECTION WITH INDEMNIFICATION OBLIGATIONS; OR (III) LIMIT LIABILITY FINALLY DETERMINED TO HAVE RESULTED FROM A PARTY’S GROSS NEGLIGENCE OR WILFULL MISCONDUCT. THIS SECTION WILL NOT APPLY TO DAMAGES THAT CANNOT BE LIMITED OR EXCLUDED BY LAW (IN WHICH EVENT THE LIMITATION WILL BE THE MINIMUM AMOUNT REQUIRED BY LAW). 

9 CONFIDENTIALITY

9.1 During the Confidentiality Period, recipient shall (a) protect the confidentiality of all Confidential Information using the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care) to prevent unauthorised use or disclosure; (b) not use any Confidential Information except as expressly authorised in the Agreement; (c) not disclose, orally or in writing, any Confidential Information to any person, other than an employee, consultant or agent of recipient bound by terms at least as restrictive as those set forth herein with a need to know such Confidential Information.

9.2 The obligations in section 9.1, however, shall not apply to any information which:  (a) is already in the public domain or becomes available to the public through no breach of this Agreement by recipient; (b) was in the recipient’s possession prior to receipt from discloser, as proven by recipient’s written records; (c) is received by the recipient from a third party free to disclose such information to recipient; or (d) is independently developed by recipient without use of the Confidential Information. 

9.3 Nothing in this Agreement shall prevent a party from disclosing Confidential Information to the extent required by applicable Law, judicial or administrative process, provided that recipient shall: (i) notify discloser of any duty to disclose, affording opportunity for discloser to take protective actions (except to the extent notice is prohibited by Law), and (ii) disclose only as much of the Confidential Information as required, maintaining all proprietary notices applicable to such Confidential Information.

9.4 Upon written request in connection with termination of this Agreement, each party shall deliver to the other party or destroy all copies of such other party’s Confidential Information. Notwithstanding the foregoing, recipient may retain an archival record of Confidential Information to the extent required pursuant to applicable Law subject to recipient’s compliance with the remaining terms of this section.

10 INDEMNIFICATION 

10.1 Subject to the Exclusions, Syndeo shall pay to defend Customer at Syndeo’ expense, indemnify Customer against any judgments finally awarded by a court and pay any settlements approved by Syndeo with respect to any third-party claims that the original, unchanged Syndeo Cloud Platform, as it stands alone, infringes or misappropriates any third party’s Intellectual Property Rights as identified in a patent or copyright that is valid and enforceable in the UK and/or the United States. Syndeo may at any time and at its option and expense: (i) obtain for Customer the right to continue using the Syndeo Cloud Platform, (ii) modify or replace the Syndeo Cloud Platform so that it becomes non-infringing while retaining substantially similar functionality; or (iii) if neither of the foregoing remedies can be reasonably effected by Syndeo, terminate Customer’s right to use the Syndeo Cloud Platform and refund to Customer any prepaid, unused Fees. The provisions of this section state the sole, exclusive, and entire liability of Syndeo and are Customer’s sole remedy with respect to the infringement of third-party intellectual property rights.

10.2 Customer will defend Syndeo at its expense, indemnify and hold harmless Syndeo against any judgments finally awarded by a court, and pay any settlements approved by Customer with respect to any claims:  (a)  that Customer Data and/or Customer’s method or process of doing or conducting business infringes any Intellectual Property Rights of a third party; (b) arising from Customer’s non-compliance with section 6 (Intellectual Property); or (c) that the Syndeo Cloud Platforms or the use thereof infringes any Intellectual Property Rights of a third party to the extent such claim arises in connection with an Exclusion(s). 

10.3 A party entitled to indemnification (“Indemnified Party”) shall take all reasonable steps to mitigate any potential expenses and shall provide the other party (the “Indemnifying Party”) with:  (i) prompt written notice of any such claim or actions, or possibility thereof upon becoming aware of the same; and (ii) relevant information (subject to confidentiality restrictions the Indemnified party owes to third parties), authority and reasonable assistance to settle or defend and such claim or action. Failure to provide timely notice or reasonable assistance will relieve the Indemnifying Party of its indemnification obligations to the extent that the Indemnifying Party has been materially prejudiced thereby. The Indemnified Party shall tender sole control and authority over to the Indemnifying Party, and reasonably assist with the defense or settlement of such claim or action. Notwithstanding the foregoing, the Indemnified Party shall have the right to retain counsel of its own choice, at its own expense, in respect of the subject of the Indemnification, for purposes including services as co-counsel, or to monitor the defense provided by the Indemnifying Party’s appointed counsel.  The Indemnified Party shall have the right to approve counsel selected by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. 

11 DATA PROTECTION 

11.1 Each Party will comply with the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”) or such similar Laws within or outside the EU (“Data Protection Laws”), as each applies to the performance of such Party’s obligations under the Agreement. The terms data processor, data controller and personal data are as defined in the GDPR and shall be deemed to denote analogous terms under similar data security Laws. Syndeo acknowledges that in providing the Syndeo Cloud Platform Syndeo may process personal data within the meaning of Data Protection Laws on the behalf of the Customer. In such circumstances, Syndeo acknowledges that the Customer is the data controller and Syndeo is the data processor and Syndeo agrees that it will only process such personal data in accordance with the documented instructions of the Customer and only as strictly necessary for the performance of its obligations under this Agreement. Syndeo shall implement such technical and organisational security measures as a required to comply with the data security obligations under Data Protection Laws and Syndeo will not engage any sub-processor without the prior written consent of the Customer and where the Customer has consented to the appointment of a sub-processor, Syndeo must not replace or engage other sub-processors without the prior written consent of the Customer.. Syndeo shall inform the Customer three (3) working days of receiving a request from a data subject to exercise their rights under the Data Protections Laws and provide such co-operation and assistance as may be required to enable the Customer to deal with such request in accordance with the provisions of the Data Protections Laws; (i) it shall assist the Customer by implementing appropriate technical and organisational measures to allow the Customer to comply with requests from data subjects to exercise their rights under the Data Protections Laws; (ii) it shall assist the Customer in ensuring compliance with its obligations in respect of security of personal data under the Data Protections Laws; (iii) it shall at the choice of the Customer, delete or return all such personal data to the Customer when Syndeo ceases to provide services relating to data processing and save as required by applicable Laws delete all existing copies of such personal data a Law require storage of the personal data; (iv) it shall make available the Customer all information reasonably necessary to demonstrate compliance with the obligations laid down in this clause and allow for and assist with audits, including inspections, conducted by the Customer or another auditor mandated by the Customer, in order to ensure compliance with the obligations laid down in this section, including its data security obligations under the Data Protections Laws provided however that the Customer shall be entitled, at its discretion, to accept adherence by Syndeo to an approved code of conduct or an approved certification mechanism to aid demonstration by Syndeo that it is compliant with the provisions of this section; (v) notify the Customer without undue delay after becoming aware of any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data transmitted, stored or otherwise processed and provide the Customer with such co-operation and assistance as may be required to mitigate against the effects of, and comply with any reporting obligations which may apply in respect of, any such breach; and (vi) no such personal data shall be transferred outside of the European Economic Area (“EEA”) or the United States by Syndeo or any of its agents or sub-processors without the prior written consent of the Customer. Syndeo shall comply with the requirements of the Data Protections Laws in respect of transfers of such personal data outside of the EEA or the United States, to the extent that the Customer consents to any such transfer. 

11.2  Customer represents and warrants that it has obtained all consents necessary for Syndeo to collect, access, process, store, transmit, and otherwise use personal data and Customer Data in accordance with the Agreement.

12.  MISCELLANEOUS

12.1 Publicity. Customer hereby grants Syndeo permission to publicly name the Customer as a client and distribute press releases regarding the same. Customer will provide Syndeo with a company logo for use in Syndeo marketing materials. Any form of marketing including use of Customers’s logo will be undertaken in accordance with Customers’s branding guidelines provided to Syndeo. 

12.2 Assignment. Neither party may assign its rights or obligations under the Agreement, either in whole or in part, except (i) with respect to a sale of substantially all of the assets of its business, merger, or change in the party’s ownership, (ii) to an Affiliate, in which case the assigning must provide written notice, or (iii) with the prior written consent of the other party, which shall not be unreasonably withheld or delayed. Without limiting the preceding sentence, the rights and liabilities of the parties hereto shall bind and inure to the benefit of their respective successors and assigns.

12.3 Survival. The provisions of the Agreement regarding payment, confidentiality, assignment, licenses, definitions, limitation of liability, intellectual property and any provision which by its nature should survive, will survive the termination of the Agreement. In the event that any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions of the Agreement shall remain in full force.

12.4 Cumulative Remedies; Force Majeure. All remedies available to Syndeo will be cumulative and the specification of a remedy will not preclude Syndeo from pursuing other remedies available at law, or in equity. Except for payment obligations hereunder, neither party will be responsible for acts of Force Majeure. Time of performance of either party’s obligations hereunder shall be extended by the time period reasonably necessary to overcome the effects of such circumstances, provided, however, that if such circumstances continue beyond sixty (60) days, the party awaiting performance may cancel this Agreement or the Order affected.

12.5 Governing Law. This Agreement will be governed by the laws of England and Wales. The parties agree to submit to the personal and exclusive jurisdiction of the courts of England and Wales, in the courts located in London, England. In any dispute under the Agreement, the prevailing party shall be entitled to recover its cost of enforcing its claim, including but not limited to legal fees.

12.6 Authority to Execute. The party executing the Order and/or this Agreement on behalf of the parties represents and warrants that he or she has been duly authorised under the party’s constitutional documents and applicable law to do so.

12.7 Independent Contractors. The parties are acting as independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties.

12.8 Third party beneficiaries. No third-party beneficiary relationships are created by this Agreement.  

12.9 Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given when (a) personally delivered; (b) sent by electronic mail (which shall be deemed to have been received twenty four (24) hours after being sent); or (c) sent by registered mail, postage prepaid (which notice shall be deemed to have been received on the third (3rd) business day following the date on which it is mailed).  Notices to either party shall be sent to the applicable address set forth in Order or such other address as a party may notify the other party of in writing.

12.10 Waiver. No provision of this Agreement may be waived unless such waiver is in writing and signed by both parties against which the waiver is to be effective.

12.11 Complete Agreement; Amendment. This Agreement constitutes the complete agreement between the parties and supersedes all prior agreements and representations, written or oral, concerning the subject matter of this Agreement.  In the event of a conflict between the terms of an Order and the other provisions of the Agreement, the terms of the Order shall take precedence. This Agreement may not otherwise be modified or amended except in a writing signed by a duly authorised representative of each party.  The terms of this Agreement shall supersede the terms in any Customer purchase order or other ordering document, including any entire agreement clause or other such clause on any such order or document which generally purport to supersede all previous agreement.  

12.13 Compliance with Laws. Each party shall comply with all applicable Laws in connection with the performance of its obligations under this Agreement. Notwithstanding the foregoing, however, Syndeo is not responsible for ensuring that the Services, or Customer’s use thereof, comply with any Laws applicable to Customer’s business or industry. 

12.14 Execution; Digitized Copies. The parties agree that an Order and/or this Agreement may be executed by any means of signature, including electronic commerce or transmission, including facsimile, email, or acknowledgement through a webpage. The Agreement may be executed in two (2) or more counterparts, each of which is deemed an original, but which together constitute one contract or document. Signed digitised copies of this Agreement and other associated documents, including attachments and amendments shall legally bind the parties to the same extent as original documents.

12.15. Subcontracting.  Syndeo may subcontract certain portions of services under this Agreement to third parties, provided that Syndeo shall be responsible for the performance of such subcontractors.

13.  DEFINITIONS

In addition to the terms defined elsewhere in this Agreement, capitalised terms shall have the meaning set forth below.  

Affiliate: A business entity that: (a) Controls the party; (b) is Controlled by the party; or (c) is under common Control with the party, but only during the time that such Control exists.  For the purposes of this definition, “Control(led)” is the ability to determine the management policies of an entity through ownership of a majority of shares or by control of the board of management.

Confidential Information: Any information disclosed by one party to the other party, or otherwise learned by the recipient from the discloser, marked “confidential” or disclosed or learned under circumstances that would lead a reasonable person to conclude that the information was confidential. Notwithstanding the foregoing, Syndeo Confidential Information includes but is not limited to the Services and the terms of this Agreement and Customer Confidential Information includes but is not limited to Customer Data. In addition, whether or not marked “confidential” or otherwise identifiable as confidential, the following information shall be deemed Confidential Information of the discloser: inventions, product development plans, education materials, pricing, marketing plans, and customer lists.

Confidentiality Period: The longer of: (i) three (3) years after termination of this Agreement, or (ii) indefinitely with respect to trade secrets, Customer Data, and the Syndeo Cloud Platform.

Customer Data: All data, including all text, sound, video, or image files, and software, that are provided to Syndeo by, or on behalf of, Customer through use of the Syndeo Cloud Platform or the Support services. 

Derivative Work: A new or modified work that is based on or derived from all or any part of the Syndeo Cloud Platform, including without limitation, a revision, modification, translation, localisation, adaptation, abridgment, port, condensation or expansion, in any form, of the Syndeo Cloud Platform, or any work that would infringe any copyright if created without the authorisation of the copyright holder or any other Intellectual Property Right in the Syndeo Cloud Platform or that uses trade secrets or other Confidential Information embodied in or used by Syndeo Cloud Platform.

Documentation: The official technical manuals and explanatory materials related to the Syndeo Cloud Platforms in printed or electronic form made generally available to by Syndeo to the Customer. 

Exclusions: are conditions that are deemed excluded from, and that terminate, Syndeo’ warranty, defense or indemnity obligations, as follows: (i) use of the Syndeo Cloud Platforms in combination with any non-Syndeo equipment, software, services, processes, data or materials; (ii) Customer’s non-compliance with this Agreement or Documentation; (iii) use of the Syndeo Cloud Platforms after receipt of notice from Syndeo to discontinue such use; (iv) the development or use of any alteration, derivation, modification or customisation of the Syndeo Cloud Platforms regardless of whether developed by Syndeo, Customer, or any other person or entity and regardless of whether developed using any Syndeo tools, methods or training; (v) Syndeo’ compliance with Customer’s requests or instructions or the use of any materials provided by Customer; (vi) Customer’s business method(s) or process(es); or (vii) Customer content or Customer Data. 

Extended Term(s): Each subsequent twelve-month term (or such other term as set forth in an Order) after the Initial Term.

Force Majeure: Delays or failures on performance resulting from acts beyond the control of a party. Such acts include acts of God, provider blockades, pandemics, denial of service attacks, strikes, lockouts, riots, acts of war, terrorism, epidemics, Laws effective after the Effective Date, fire, communication line failures, power failures, earthquakes or other disasters natural or man-made.

Indemnify (and all forms of the word (e. g. Indemnification): Agreement to indemnify, hold harmless, and defend the other party from and against any and all third-party claims, demands, sums of money, actions, rights, causes of action, obligations, allegations and liabilities of any kind or nature whatsoever, and from any resulting liabilities, damages, losses, and costs (including, but not limited to, attorney fees and disbursements) arising from or relating, directly or indirectly, to the use, act, omission, or manner set forth as the subject of and giving rise to the claim.

Initial Term: The minimum term for the initial Subscription and/or Support as set forth in an Order. 

Intellectual Property Rights (or IPR): Any and all technology, know-how, software, data, ideas, formulae, processes, charts, Confidential Information, and any other materials or information and any and all worldwide intellectual property rights (present and future) therein and thereto, including copyrights, trade secrets, patents, patent applications, moral rights, contract rights and other proprietary rights.

Law(s): Laws, statutes, regulations, directives, rules, standards and the like of any territorial division (e. g. federal, national, state, province, etc.). 

Malicious Code: Viruses, worms, time bombs, corrupted files, Trojan horses and other harmful or malicious code, files, scripts, agents, programs, or any other similar code that may interrupt, limit, damage the operation of Syndeo’ or another’s computer or property.

Order: The document by which Customer orders the Syndeo Cloud Platforms, Professional Services, Support or other goods and services that Customer may purchase from Syndeo pursuant to this Agreement. 

Professional Services (or PS): The professional services described in a Statement of Work executed by the parties. 

SLA: The commitment Syndeo makes regarding delivery and/or performance of the Syndeo Cloud Platform as set forth in the Syndeo service level agreement:  https://syndeo.cx/syndeo-service-level-agreement/

Statement of Work. A mutually executed document describing the Professional Services to be provided by Syndeo pursuant to this Agreement.

Subscription: Term-based grant, for a specified time to use a specific quantity and type of services on the Syndeo Cloud Platform, all as described in the applicable Order.    

Support: the Syndeo Cloud Platform support as set forth in the Syndeo support policy: https://syndeo.cx/support-policy-2/

Syndeo Cloud Platform: the proprietary cloud-hosted platform and any associated applications provided by Syndeo via a designated website or other interface and transacted by Syndeo and ordered by the Customer in accordance with the Order. 

Term: Any term (time period) under the Agreement (e. g. Initial Term, Extended Term).