1. CONDITIONS FOR ENTERING INTO THIS AGREEMENT

1.1 You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

1.2 You may only use the Services upon concluding an Agreement with the Us. Any person who wishes to create an account must: (a) if the person is a natural person, be at least 18 years of age, or – if they are under 18 years of age – have valid authorization from their legal representative or custodian; or (b) if the person is a legal person, be duly incorporated and have full legal capacity.

2. PROVISION OF SERVICES

2.1. We will make the Services and Content available to You pursuant to the terms of this Agreement and the applicable Order Form(s).

2.2. We will provide Our applicable standard support for the Services to You at no additional charge; (c) use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give advance electronic notice as provided in the Documentation); and (b) 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-Vincere Application or denial of service attack.

3. OUR RESPONSIBILITIES

3.1 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.

3.2 Protection of Your Data. We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, as described in the Documentation.

4. MODIFICATION OF SERVICES

4.1 We are constantly innovating and improving the Services. We reserve the right to modify the Services or any part or element thereof from time to time without prior notice. For the avoidance of doubt, We may: (a) rebrand the Services at Our sole discretion; (b) stop providing or continue to develop any particular Service or part or element of the Platform temporarily or permanently; and (c) take such action as is necessary to preserve Our good name at Our sole discretion upon any use the Services that may be reasonably interpreted as a violation of Our intellectual property rights or distribution of Malicious Code, at Our sole discretion; (d) stop providing or continue to develop any particular Vincere Service or part or element of the Platform temporarily or permanently and (e) take such action as is necessary to preserve Our good name at Our sole discretion upon any use the Vincere Services that may be reasonably interpreted as a violation of Our intellectual property rights or distribution of Malicious Code.

4.2 We reserve the right to modify certain parts or elements of the Services from time to time by give You prior notice. The notification of any modifications is displayed on the website when You log into Your account. We shall give you 30 days prior notice of any changes to the plans and Our fees and the changes shall only come into effect upon expiry of the notice period.​

4.3 We shall not be liable to You or any other natural or legal person for any modification, suspension or discontinuance of the Services, or any part or element thereof.

5. USE OF SERVICES AND CONTENT

5.1 Unless otherwise provided in an Order Form or applicable Documentation: (a) Services and access to Content are purchased as subscriptions; (b) additional subscriptions may be added during any subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added; and (c) any additional subscriptions will terminate on the same date as the underlying subscriptions.

5.2 Usage Limits. Services, (in particular the Candidate Portal) and Content are subject to usage limits, including, for example, the quantities specified in Order Forms and Documentation. Unless otherwise specified:, (a) a quantity in an Order Form refers to Users, and the Service or Content may not be accessed by more than that number of Users;, (b) a User’s password may not be shared with any other individual;, and (c) except as set forth in an Order Form, a User identification may only be reassigned to a new individual replacing one who will no longer use the Service or Content; and (d) all new features will have usage limits applied to them. If You exceed a contractual usage limit, We may work with You to seek to reduce Your usage so that it conforms to that limit. If, notwithstanding Our efforts, You are unable or unwilling to abide by a contractual usage limit, You will execute an Order Form for additional quantities of the applicable Services or Content promptly upon Our request, and/or pay any invoice for excess usage in accordance with Section 9.3 (Invoicing and Payment).

5.3 Your Responsibilities. You will: (a) be responsible for Users’ compliance with this Agreement, Documentation and Order Forms; (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 Content, and notify Us promptly of any such unauthorized access or use; (d) use Services and Content only in accordance with this Agreement, Documentation, Order Forms and applicable laws and government regulations; (e) comply with terms of service of any Non -Vincere Applications with which You use Services or Content; and (f) will ensure that your Users, agree to comply with the terms of the Email Acceptable User Policy before using the Services.

5.4 Usage Restrictions. You will not: (a) make any Service or Content available to, or use any Service or Content for the benefit of, anyone other than You or Users, unless expressly stated otherwise in an Order Form or the Documentation; (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering; (c) use a Service or Non-Vincere Application 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 or Non-Vincere Application to store or transmit Malicious Code; (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein; (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks; (g) permit direct or indirect access to or use of any Service or Content 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, an Order Form, or the Documentation; (h) copy a Service or any part, feature, function or user interface thereof; (i) copy Content except as permitted herein or in an Order Form or the Documentation; (j) frame or mirror any part of any Service or Content, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in the Documentation; (k) access any Service or Content in order to build a competitive product or service or to benchmark with a Non-Vincere product or service; or (l) reverse engineer any Service (to the extent such restriction is permitted by law); or (m) use, assist or allow any automated systems or bots to collect, harvest or “scrape” data or information from, into or through the Vincere API or any Vincere Service unless this is expressly agreed in writing with Us. Any use of the Services in breach of this Agreement, Documentation or Order Forms, by You or Users that in Our judgment threatens the security, integrity or availability of Our services, may result in immediate suspension of the Services, however We will use commercially reasonable efforts under the circumstances to provide You with notice and an opportunity to remedy such violation or threat prior to such suspension.

5.5 Self-service Reports. You create reports, analytics or other information by You, using the self-service functionalities within the Services, You shall be liable for all content contained within such reports, analytics or information. You can request Us to create such reports, analytics or other information via the self-service features on your behalf in return for us charging You for the provision of such additional services.

5.6 Removal of Content and Non-Vincere Applications. If We are required by a licensor to remove Content, or receive information that Content provided to You may violate applicable law or third-party rights, We may so notify You and in such event You will promptly remove such Content from Your systems. If We receive information that a Non-Vincere Application hosted on a Service by You may violate applicable law or third- party rights, We may so notify You and in such event You will promptly disable such Non-Vincere Application or modify the Non-Vincere Application to resolve the potential violation. If You do not take the required action in accordance with the above, We may disable the applicable Content, Service and/or Non-Vincere Application until the potential violation is resolved.

6. DATA STORAGE LIMITS

6.1 Data storage thresholds:

6.2 Charges for exceeding storage limits.

In the event that the contents of Your database, or the files stored inside Your database, exceed the database storage thresholds for the numbers of seats that You have on Your subscription, extra storage may be purchased at the following prices, or local equivalent:

Data: $100 USD per GB per month

Files: $4 USD per GB per month

6.3 Consequences of exceeding data storage limits. If You exceed the data storage thresholds above, You and Your users may not be able to add additional data into Your system until either: (a) extra storage is purchased; or (b) existing data is removed from Your system.

6.4 Record size estimates. When estimating the size of a database, We assume that records are of the following size:

DISCLAIMER: the figures above are based upon estimates. The average size of records inside any particular database may be significantly higher or lower than listed above. The figures in the third column represent the total number of each particular type of record that could be stored inside a Vincere database assuming: (a) that all records of that type were of the average size; and (b) no other data was stored inside the Vincere database.

The numbers are based in a per seat (license) basis.

7. DATA PROTECTION AND PRIVACY

7.1 Obligations. Each party undertakes to comply with its obligations under relevant applicable data protection laws, principles and agreements. To the extent that personal data is processed when the You or Users use the System or Services, the parties acknowledge that We are a data processor and You are a data controller and the parties shall comply with their respective obligations under applicable data protection law and the terms of the DPA.

7.2 Infringement. If a third party alleges infringement of its data protection rights, We shall be entitled to take measures necessary to prevent the infringement of a third party’s rights from continuing.

7.3 Where We collect and processes personal data of You or Users, as a data controller, when providing the System and Services to You and Users, such collection and processing shall be in accordance with Our Privacy Policy incorporated into these Terms of Service by reference. Please read Our Privacy Policy carefully for information relating to Our collection, use, and disclosure of Your personal data, where we act as a data controller.

8. NON-VINCERE PROVIDERS AND APPLICATIONS

8.1 We or third parties may make available (for example, through the Vincere App Store or otherwise) third-party products or services, including, for example, Non-Vincere Applications. Any acquisition by You of such products or services, and any exchange of data between You and any Non-Vincere provider, product or service is solely between You and the applicable Non-Vincere provider. We do not warrant or support Non-Vincere Applications or other Non-Vincere products or services, whether or not they are designated by Us as “certified” or otherwise, unless expressly provided otherwise in an Order Form.

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

8.3 Integration with Non-Vincere Applications. The Services may contain features designed to interoperate with Non-Vincere Applications. To use such features, You may be required to obtain access to such Non-Vincere Applications from their providers, and may be required to grant Us access to Your account(s) on such Non- Vincere Applications. We cannot guarantee the continued availability of such Service features, and may cease providing them without entitling You to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non- Vincere Application ceases to make the Non-Vincere Application available for interoperation with the corresponding Service features in a manner acceptable to Us.

8.4 The Services may include links to other websites or services (“Linked Sites”) solely as a convenience to You and Users. We do not endorse any such Linked Sites or the information, material, products, or services contained on or accessible through Linked Sites. Furthermore, We make no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.

8.5 In addition to third- party products or services that We make available through the Platform, You may connect your Vincere account to third -party products or services, or products or services that You have developed, or which have been developed on Your behalf, through the Vincere API.

8.6 By connecting Your Vincere account to any application using the Vincere API, you hereby accept that the entirety of this Section 8 of these Terms also applies to the interoperation of Vincere with any such application.

8.7 Support for the Vincere API. We do not commit that We shall provide any support for customers wishing to use the Vincere API and maintain the right to charge You for any and all support requested by You in relation to Your use of the Vincere API, or use of the Vincere API by a third-party on Your behalf.

8.8 Usage of the Vincere API to develop commercial products. If You intend to commercialize an application that is connected to the Services using the Vincere API, you must register this application with Us and Your access to the API shall be subject to the API Terms of Use.

8.9 Reservation of the right to charge. We reserve the right to charge for the right to access the Vincere API.

9. FEES AND PAYMENT FOR PURCHASED SERVICE

9.1 You will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form: (a) fees are based on Services and Content subscriptions purchased and not actual usage;(b) payment obligations are non-cancellable and fees paid are non-refundable; and (c) quantities purchased cannot be decreased during the relevant subscription term. Where any discount is included in an Order Form and applied to fees invoiced by Us during the Term, such discount shall cease to apply if any payments become overdue.

9.2 Fee Increases. Fees are fixed for the first 12 months of the Term of the Agreement, (“First Year”). On expiry of the First Year and for each subsequent 12 month period of the Term (each a “Year”), We reserve the right to increase the fees by no more than 5% per Year upon giving You 30 days prior notice.

9.3 Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 15.3 (Term of Purchased Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 7 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.

9.4 Payment by bank transfer. If You pay Us by bank transfer You must pay any and all bank charges and fees associated with the transfer on top of the whole cost of the licenses.

9.5 Limitations on payment by bank transfer. We will not accept payment by bank transfer unless You are purchasing subscriptions on an annual plan. Additionally, We will not accept payment by bank transfer unless You are purchasing at least 5 user subscriptions.

9.6 Overdue Charges. If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies: (a) those charges shall accrue late payment interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law in the jurisdiction in which the payment is being recovered, whichever is higher; and/or (b) We may make future subscription renewals and Order Forms conditional on payment terms shorter than those specified in Section 9.3 (Invoicing and Payment) and (c) We reserve the right to charge You Our published current list price for all Services provided for the remainder of the Term. The list prices shall apply to: (i) the Service provided for which payments are overdue; and (ii) for all Services provided thereafter.

9.7 Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend provision of any of Our services to You until such amounts are paid in full. Other than for customers paying by credit card or direct debit whose payment has been declined, We will give You at least 10 days’ prior notice that Your account is overdue, in accordance with Section 16.2 (Manner of Giving Notice) for billing notices, before suspending services to You.

9.8 Payment Disputes. We will not exercise Our rights under Section 9.6 (Overdue Charges) or 9.7 (Suspension of Service and Acceleration) above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

9.9 Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, 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. 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. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.

9.10 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.

10. PROPRIETARY RIGHTS AND LICENSES

10.1 Reservation of Rights. The Services, including without limitation, the web site, Services, System, Content (except Your data) and any parts or elements thereof are solely and exclusively owned and operated by Us and Our third party vendors and hosting partners.

10.2 Our materials are protected by European and United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any of Your data or other content owned and/or posted by You, all of Our materials are the copyrighted property of Us, Our Affiliates and/or third party licensors. Furthermore, all trademarks, service marks, and trade names contained in the Our materials are proprietary to Us, Our Affiliates and/or third-party licensors. Your use of the Services does not grant to You ownership of any content, code, data or any part of the Our materials You may access on or through the Platform. Any commercial or promotional distribution, publishing or exploitation of the Our materials is strictly prohibited unless You have received the express prior written permission from the Us or the otherwise applicable rights holder. We reserve all rights to Our materials not expressly granted in these Terms.

10.3 Access to and Use of Content. You have the right to access and use applicable Content subject to the terms of applicable Order Forms, the terms of the Agreement and the Documentation.

10.4 License to Host Your Data and Applications. You grant Us, Our Affiliates and applicable contractors a worldwide, limited- term license to host, copy, transmit and display Your data, and any 3rd Party applications and program code created by or for You using a Service or for use by You with the Services, as reasonably 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 of Your data, or 3rd Party application or such program code.

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

11. CONFIDENTIALITY

11.1 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 Content; 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.

11.2 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) to: (i) not 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, 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 not materially less protective of the Confidential Information 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. Notwithstanding the foregoing, We may disclose the terms of this Agreement and any applicable Order Form to a subcontractor or Non-Vincere Application provider to the extent necessary to perform Our obligations to You under this Agreement, under terms of confidentiality materially as protective as set forth herein.

11.3 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.

11.4 Non-solicitation. You also covenant and agree that you will not, either during, or in the three hundred and sixty five (365) days following, the period in which you receive the Services, directly or indirectly, on your own behalf or on behalf of or in conjunction with any person or legal entity, recruit, solicit, or induce, or attempt to recruit, solicit, or induce, any employee of Ours to terminate their employment relationship with Us.

11.5 Consequences of breach of S.11.4 (Non-solicitation). If You breach Section 11.4 above you will be liable to pay Us an amount equal to the total compensation, including but not limited to salary, performance and non- performance based incentives and allowances, received by Our former employee in the first six (6) months in their new position. This amount shall include any compensation received after, but based on services provided or performance targets met during, this six (6) month period; and shall also include, on a prorated basis, any compensation received by Our former employee for completing a defined term of service with their new employer.

11.6 Exclusion of applicability of Section 14 (Limitation of Liability). The provisions of Section 14 shall not apply in the event of breaches of Section 11.4 of these Terms.

12. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

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

12.2 Our Warranties. We warrant that during an applicable subscription term: (a) this Agreement, the Order Forms and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your data; (b) We will not materially decrease the overall security of the Services; (c) the Services will perform materially in accordance with the applicable Documentation; and (d) subject to the “Integration with Non-Vincere Applications” section above, We will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Your exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below.

12.3 EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS 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. CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.

13. MUTUAL INDEMNIFICATION

13.1 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 any Service 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 under a settlement approved by Us in writing 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 are no longer claimed to 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. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content, a Non-Vincere Application or Your use of the Services in violation of this Agreement, the Documentation or applicable Order Forms.

13.2 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 any of Your data infringes or misappropriates such third party’s intellectual property rights, or arising from Your use of the Services or Content in violation of the Agreement, the Documentation, Order Form or applicable law (each a “Claim Against Us”), and You 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 under a settlement approved by You in writing 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.

13.3 Exclusive Remedy. This Section 13 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 13.

14. LIMITATION OF LIABILITY

14.1 Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU AND YOUR AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUR AND YOUR AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE. THE FOREGOING LIMITATIONS OF LIABILITY WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

14.2 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATIONS OF LIABILITY WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

15. TERM AND TERMINATION

15.1 Term of Agreement. Unless expressly stated otherwise in an Order Form, this Agreement is considered entered into force when the first of the following occurs: (a) You receive the confirmation of the creation of the account and necessary credentials from Us to log in to Your account; or (b) You and Us sign a contract or Order Form containing special terms and / or containing a reference to these Terms; or (c) for those Services, Platform and parts of the website use of which is not dependent on creating an account, upon the moment You gain access thereto and commence use thereof.

15.2 Modification of Terms. We may revise the terms of the Agreement from time to time and the most up-to -date version will always be posted on our website. If we, in our sole discretion, deem such changes to the terms of the Agreement to be material, we will notify You of these changes (for example, via email to the email address associated with Your account). Other changes will be posted on Our website: please check the website regularly. By continuing to access or use the Services after revisions become effective, You agree to be bound by the revised terms of the Agreement. If You do not agree to the new terms, You should cease using the Services and terminate your Agreement with Us.

15.3 Term of Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, on expiry of the Initial Term each subscription will automatically renew for successive Renewal Terms unless and until either party, in writing, gives the other notice of non-renewal at least 60 days before the start of any Renewal Term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-off priced subscriptions will be at Our applicable list price in effect at the time of the applicable renewal.

15.4 Termination. A party may terminate this Agreement for cause: (a) upon 60 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; 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. A material breach includes but is not limited to: Failure to pay fees when due, a breach of Usage Restrictions and a failure to adhere to Usage Limits.

15.5 Refund or Payment upon Termination. If this Agreement is terminated by You in accordance with Section 15.4(a) (Termination), We will refund You any prepaid fees covering the remainder of the Terms of all Order Forms after the effective date of termination. If this Agreement is terminated by Us in accordance with Section 15.4(b), You will pay any unpaid fees covering the remainder of the Terms 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.

15.6 Your Data Portability and Deletion. Upon request by You made within 30 days after the effective date of termination or expiration of this Agreement, We either delete or make Your data available to You for export or download as provided in the Documentation. After expiry of such 30-day period, We will have no obligation to maintain or provide any of Your data, and as provided in the Documentation will thereafter delete or destroy all copies of Your data in Our systems or otherwise in Our possession or control, unless we are required to keep copies as set out in the DPA.

15.7 Surviving Provisions. The sections titled “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Customer Data Portability and Deletion,” “Removal of Content and Non-Vincere Applications,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement.

16. WHO ARE YOU CONTRACTING WITH, NOTICES, GOVERNING LAW & JURISDICTION

16.1 Who You are contracting with under this Agreement, who You should direct notices to under this Agreement, what law will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and which courts have jurisdiction over any such dispute or lawsuit, depends on where You are domiciled and the rules set out in this Section 16 shall apply.

16.2 Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon: (a) personal delivery; (b) the second business day after mailing; or (c) except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to You will be addressed to the relevant billing contact designated by You. All other notices to You will be addressed to the relevant Services system administrator designated by You.

16.3 Agreement to Governing Law, Jurisdiction and Dispute Resolution. The United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 1980) shall not apply to the Agreement. Any questions relating to the Agreement which are not expressly or implicitly settled by the provisions contained in the Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore, without giving effect to any principles of conflicts of law.

16.4 Dispute This Section 16.4 applies only to Agreements where You are domiciled in the United States.

In the interest of resolving any disputes that arise between the parties in the most expedient and cost effective manner, the parties agree that any and all disputes arising in connection with this Agreement or Your use of the Services or any part thereof shall be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes, but is not limited to all claims arising out of or relating to any aspect of this Agreement or the Services, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise during or after the termination of your account for the Services. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT TO ARBITRATE, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

16.5 Payment Disputes This Section 16.5 applies only where You are registered or You operate a business in the UK or the EU. Vincere shall have the right to pursue all claims for non-payment or payments disputes that arise against You under the Agreement in accordance with local applicable law in the UK or the EU country in which You are registered or operate in and Vincere shall be entitled to pursue such claims in -Your local courts. Furthermore, Vincere shall be entitled to claim interest at the applicable statutory rate on all late payments and to cover all costs and expenses of recovery, in addition.

16.6 Notwithstanding the contents of Section 16.4 and 16.5 above, the parties agree that nothing herein shall be deemed to waive, preclude or otherwise limit either party’s right to: (i) bring an individual action in small claims court; (ii) pursue enforcement actions through applicable federal, state or local agencies where such actions are available; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address intellectual property infringement claims.

16.7 Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that We do not have a physical address on file for You, by electronic mail (herein “Notice”). Our address for Notice is set forth in the table in Section 16.2 above. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (herein “Demand”). You and We agree to use good faith efforts to resolve the claim directly, but if no such resolution is reached within 30 days after the Notice is received, You or We may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by either party shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any; provided that if the dispute is finally resolved through arbitration in Your favor, We shall pay You the greater of: (i) the amount awarded by the arbitrator, if any; and (ii) the greatest amount offered by Us in settlement of the dispute prior to the arbitrator’s award.

16.8 No Class Actions. THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both parties agree otherwise, the arbitrator may not consolidate more than one party’s claims, and may not otherwise preside over any form of representative or class proceeding.

16.9 In the event that We make any future changes to this arbitration provision (other than a change to Our address for Notice), You may reject any such change by sending Us written notice within 30 days of the change to Our address for Notice, in which case Your account shall be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments You reject, shall survive.

16.10 If the entirety of Section 16.4 or 16.5 is found to be unenforceable, then the entirely of Section 16.4 or 16.5 shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 16.1 and Section 16.4 or 16.5 above, and that any action arising out of or related to the terms of the Agreement or Your use of the Platform and/or the Services or any part thereof will be brought in the applicable jurisdiction.

17. GENERAL PROVISIONS

17.1 Anti-Corruption. You agree that You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

17.2 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between the parties regarding Your use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, 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 of Your order documentation (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;(2) the Terms, (3) the DPA; (4) the API Terms of Use, (5) Email Acceptable Use Policy (6) the Documentation;(7) the Privacy Policy.

17.3 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 to You any prepaid fees allocable to the remainder of the Terms of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

17.4 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; and You shall not represent to the contrary, whether expressly, by implication, appearance or otherwise.

17.5 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.

17.6 Failure of either Party to exercise or enforce any provision of or any of its rights under the Agreement shall not be deemed a waiver of future enforcement of that or any other provision or right.

17.7 If any term, condition or provision of this Agreement is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.

Updated 31st December 2021