Aegisys Master Agreement

URL: https://aegisys.com/legal/aegisys-master-agreement 

© 2024 Aegisys Inc. – MSA – 22 April 2024– Revision – AEG-MA# 7451

This Master Agreement (“Master Agreement”) is a binding, legal contract between between 1468625 Ontario Limited D.B.A Aegisys located at 598 Falconbridge Road, Suite 7, Sudbury, ON P3A 5K6 or the Aegisys Affiliate identified on the Schedule (“Aegisys”) and your organization, (“Client” or “You” or “Your”).

THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF AEGISYS OFFERINGS. BY CLICKING “I AGREE” OR A BOX INDICATING YOUR ACCEPTANCE WHEN PROMPTED, SIGNING BELOW, OR ORDERING, PURCHASING, ACCEPTING, RESELLING OR USING AN AEGISYS OR 3RD PARTY PRODUCT OR SERVICE, YOU ACKNOWLEDGE YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO ABIDE BY ITS TERMS, INCLUDING ALL APPLICABLE “PRODUCT TERMS OF USE.” IF YOU ACCEPT ON BEHALF OF A BUSINESS OR LEGAL ENTITY, YOU REPRESENT AND WARRANT YOU HAVE THE AUTHORITY TO BIND THAT LEGAL ENTITY TO THIS AGREEMENT AND “YOU” WILL REFER TO THAT LEGAL ENTITY. IF YOU DO NOT UNCONDITIONALLY AGREE TO THE FOREGOING, DISCONTINUE USE OF AEGISYS OR 3RD PARTY PRODUCT OR SERVICE IMMEDIATELY. THE PARTIES AGREE THAT THIS AGREEMENT MAY BE ELECTRONICALLY SIGNED. THE PARTIES AGREE THAT THE ELECTRONIC SIGNATURES APPEARING ON THIS AGREEMENT ARE THE SAME AS HANDWRITTEN SIGNATURES FOR THE PURPOSES OF VALIDITY, ENFORCEABILITY AND ADMISSIBILITY. ACCEPTANCE OF THIS AGREEMENT IS EXPRESSLY LIMITED TO THE TERMS OF THIS AGREEMENT.

1. ABOUT THIS AGREEMENT

1.1 Scope. This Agreement governs the interactions between you and AEGISYS, including access to the any AEGISYS portals and platforms, and your right to purchase our Products for your own use. This Agreement incorporates the “Product Terms of Use” applicable to each Product that sets forth further details regarding the use, marketing, resale and distribution of AEGISYS Products and services.

1.2 Definitions. Certain capitalized words are defined in the last section or when first used throughout this Agreement.

1.3 Precedence. If you are bound to more than one agreement with AEGISYS and if the agreement terms vary, then the order of precedence is as follows: a AEGISYS Order Form (issued by AEGISYS), an agreement executed by you and AEGISYS that expressly supersedes standard agreements; an electronic version of an agreement issued by AEGISYS and accepted by you in conjunction with an Order but only with respect to that Order; and any other standard agreement, including this Agreement.

1.4 Competition. You may not access any Aegisys Offerings if You are a direct competitor, except with Aegisys prior written consent. In addition, You may not access any Aegisys Offerings for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

1.5 Addendums. The Master Agreement may incorporate any applicable Addendums provided hear-to.

2.0 USE OF PRODUCTS AND RESTRICTIONS

2.1 Platforms and Portals. As a AEGISYS customer, you are granted access to the Aegisys Portal and related Product management portals, platforms and Documentation (collectively, “Portals”) where you may create one or more accounts and sub-accounts (“Portal Accounts”) to order, manage, administer, support, use, and/or market our Products. You are responsible for maintaining the confidentiality and security of all access credentials, including passwords, to your Portal Accounts and all access to or use of your Portal Accounts. You are responsible for understanding and implementing the roles, access, and permissions you grant to your Portal Accounts, including termination of such access when appropriate. If you become aware of any violation of this Agreement by a user of your Portal Account, you will immediately terminate such user’s access. Administrative Data associated with your Portal Accounts (about you, End Users and Products) may be hosted in Canada and the United States regardless of where you, any End User, any Product account or any Content related to any Product may be stored or hosted. Your use of the Aegisys offering grants Aegisys the necessary consent related to the hosting location of your Portal Accounts.

2.2 Product Terms of Use. Use of our Products are subject to the applicable Product Terms of Use. In the event of a conflict between language that appears in different documents between you and Aegisys, the order of precedence will be: (i) the applicable Order; (ii) Product Terms of Use; and this Agreement. We may unilaterally amend this Section to add or modify Product Terms of Use at any time.

2.3 Licenses to Subscription Services. Subject to the terms of this Agreement, applicable Product Terms of Use, and payment of Fees, Aegisys grants to the End User during the Committed Service Term of a Subscription Service a non-sub-licensable, non-exclusive, revocable, nontransferable right to use the Product as provided by Aegisys (a “License”) for the number of License Units as specified in an applicable Order Form. Such use is limited to authorized End-Users and you agree not exceed the number of purchased License Units that have been paid for. An End User’s password or other License credentials must be kept confidential and may not be transferred to or shared with any other entity or person (including but not limited to other Users) or used simultaneously with multiple instances of a Product unless the Product Documentation specifically allows for such use. If a Product is authorized to be used in a multi-tenant environment (for example, as part of an Aegisys Managed Service), then you will use the Product for such purposes and not for another purpose. Except for one copy made solely for backup or test purposes, with respect to on-premises Licenses, you may deploy or possess only the number of copies of Aegisys or 3rd Party Software as specified in the Order Form, and only in accordance with your License and the Documentation; otherwise, you shall not copy or distribute Product. You are responsible for ensuring that all use of Product by your End-Users is permitted by this Agreement.

2.4 Restrictions. You may not, nor permit, facilitate or authorize any third party to: (i) use any Product other than as permitted under this Agreement and the applicable Product Terms of Use; (ii) remove or destroy any copyright notices or other proprietary markings or identifications contained on or in any Product or related Aegisys materials; (iii) access or use any Product in any manner that could damage, disable, overburden, or otherwise interfere with or disrupt such Product, any networks, platforms, Portals or security systems; (iv) reverse engineer, decompile, disassemble, or otherwise attempt to extract the source code from any Product, except to the extent that this restriction is expressly prohibited by Applicable Law; (v) copy, modify or create derivative works of any Product; (vi) develop License keys or codes other than those provided by Aegisys, or attempt to alter, defeat or circumvent access restrictions or any other disabling mechanism which may reside in a Product; (vii) assign, sublicense, rent, timeshare, loan, pledge, lease, engage in service bureau activity or otherwise transfer the Products, or directly or indirectly permit any unauthorized third party to use or copy the Product; (viii) disclose or publicize the results of any form of benchmarking, pen-testing or competitive analysis of the Products; (ix) extract portions of the Aegisys Software or firmware for use in other applications; (x) register or remotely manage Product through any management portal other than a Aegisys Portal; or (xi) access any Product for the purpose of competing with Aegisys, using a false identity or false information, for reasons other than a good faith desire to use the Product or otherwise to (1) build a competitive product or service; (2) copy any, or build a product using, similar ideas, features, functions, or graphics of the Product.

2.5 Limitation on Product Use/Content. The Products and Content may not (i) be used to send any unsolicited commercial email or invitation in violation of any applicable law; (ii) be used to request, collect, store, transmit or disclose any unencrypted personally identifiable data (such as payment card numbers or social security numbers) in violation of any applicable privacy law or regulation; (iii) be deceptive, fraudulent, harmful, abusive, harassing, threatening, indecent, obscene, racially, ethnically, or otherwise objectionable, hateful, tortious, libellous, defamatory, slanderous, or otherwise in violation of Applicable Law; (iv) infringe or misappropriate any Intellectual Property Rights or other rights of any third party; (v) be used in a manner which constitutes or encourages conduct that violates Applicable Law; (vi) contain or be used to transmit or otherwise make available any viruses or similar malicious software that may damage the operation of any computer, network, system or the Products; (vii) violate the terms of any license agreement or other agreement or terms of use to which the End User, you or Content is subject; (viii) be used in jurisdictions where the Product is not certified for use or where use is not allowed by Applicable Law; or (ix) be used to send materials to individuals under the age of majority in his or her place of residence (“Minors”), or to harm Minors in any way, or that would subject us to any Applicable Law governing children’s privacy or otherwise related to protecting Minors.

2.6 Fair Use and Excessive Use. All access and use of Products and Content must comply with Aegisys Fair Use policies, License limitations, and other limitations, many of which are further detailed in the applicable Product Terms of Use. If you exceed a contractual License limit or similar limit, you agree that you have executed an Order for additional quantities of the applicable Product and promptly upon Aegisys request pay any invoice for excessive use in accordance with the Aegisys payment terms. In general (and in addition to any specific limitations or overages rules in Product Terms of Use), Fair Use prohibits use that: Harms the Product, Portals, platforms, networks or other resources of Aegisys or third parties; Results in excessive consumption of resources; and/or Circumvents the intended use of the Product.

2.7 Certain Uses Not Supported. Use of the Products is not authorized, will not be supported by us, and any warranties will be void, if the Products are modified in any way or used in a manner for which they are not intended, including but not limited to (i) integrating or combining with software or hardware that is not recommended or approved by us for the Product; (ii) installing a different operating system (OS) on a hardware Device; (iii) using a backup Product in a prolonged virtualized production environment instead of as a backup application (except for a limited testing period or in the event of a documented business continuity event); (iv) use in jurisdictions where the Product is not certified for use, or where use otherwise breaches Applicable Law; or (iv) use, access or support of any Product by unauthorized personnel or by those who are not knowledgeable and competent with respect to the Product.

2.8 Beta Products. We may designate enhancements to a Product or a new Product as alpha, beta, pre-release, proof of concept or like designation (each a “Beta Product”) A Beta Product’s operation may be unpredictable and lead to erroneous results. You may be invited, but are under no obligation, to use a Beta Product for your own use only. You may not resell or authorize any other party to use a Beta Product. If you choose to use a Beta Product, you agree the Beta Product (i) is experimental and has not been fully tested; (ii) may not meet your requirements; (iii) may not experience uninterrupted or error-free use; and (iv) is for purposes of evaluating and testing the product. You understand that Aegisys may never launch the Beta Product as a generally available Product. You agree to report promptly to us any errors or other deficiencies in the Beta Product and will hold all information relating to use and performance of the Beta Product in strict confidence. Notwithstanding anything herein to the contrary, ALL BETA PRODUCTS ARE PROVIDED “AS-IS” AND “AS-AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, and you hereby waive any and all claims, now known or later discovered, that you may have against us and our suppliers and licensors arising out of your use of any Beta Product.

2.9 Evaluation/Trial Use. If a Product is being used during a trial or evaluation, this Agreement and the applicable Product Terms of Use (except, typically, for the payment obligation) will apply to such authorized evaluation or trial period. We reserve the right to terminate any evaluation or trial use of the Product at any time in our sole discretion.

2.10 Third-Party Applications and Technology. Certain Products or Portals may involve the use of third-party technology, or may provide for links and integrations with third-party products or services (“Third- Party Technology”). In addition, Aegisys may resell or distribute Third-Party Technology. Information about Third-Party Technology sometimes can be found in a “read Me,” “About” or similar file in Aegisys Software or Documentation. You understand that Third-Party Technology is not provided by Aegisys, and may be subject to a separate agreement between you and the third-party provider. We do not endorse Third-Party Technology, and unless we specifically state otherwise in writing, we do not support Third-Party Technology. Aegisys warranties and/or indemnification obligations do not apply to Third-Party Technology. You enable links or integrations with Third-Party Technology at your own risk. We make no representation or warranty with respect to Third-Party Technology and we expressly disclaim all liability with respect to your use of any Product or Portal with a Third-Party Technology.

2.11 Payment Processors. Certain Products allow for access to Third-Party Technology in the form of payment processing companies, through which customers can access credit card and/or banking services, receive payments and make payments (“Payment Processors”). The services of the Payment Processors are a form of Third-Party Technology, as defined above. We reserve the right to change the Payment Processors available through Products, in our discretion and at any time, even mid-Committed Service Term. You shall be required to accept the terms and conditions of any Payment Processor that you do business with, and it is your responsibility to confirm if such terms and conditions (and any revisions thereto) are acceptable to you, including charges and fees imposed by the Payment Processors which are in addition to charges that Aegisys imposes. Aegisys reserves the right to pass on all charges imposed by the Payment Processors that Aegisys incurs on your behalf with respect your use of the Payment Processor’s services which includes any processing charge increases that may be introduced by the Payment Processor during the Committed Service Term. The Payment Processors are separate from Aegisys, and Aegisys has no responsibility or control over the Payment Processors.

2.12 Open Source Software. If a Product contains open source software, those pieces of open source software are licensed under the open source license terms as chosen by the provider of the applicable open source software. Such open source license terms can be found in either the open source_licenses.txt file accompanying the applicable Product or the Documentation. Open source license terms may contain additional rights benefiting you, and will take precedence over any other agreement between you and Aegisys with respect to the applicable open source software. If the license for open source software requires Aegisys to make the open source software available to you without charge, you may obtain a copy of the relevant software by sending a request to Aegisys legal department at legal@aegisys.com, or to Aegisys offices at 7-598 Falconbridge Road, Sudbury, Ontario, Canada, P3A 5K6.

3.0 YOUR SPECIFIC OBLIGATIONS.

3.1 End User Terms. Any Required End User Terms are identified in the Product Terms of Use. Upon our request, you must provide evidence of the End User’s acceptance of terms substantively identical to the Required End User Terms; Aegisys has the right to terminate any Service applicable to an End User who has not agreed to such terms. You agree to immediately notify us of any known or suspected breach of this provision and to assist us in the enforcement of the same.

3.2 Technical Support. You agree that Aegisys is only responsible for providing technical support to those people or entities that purchase directly from Aegisys, and only where a Service Subscription is in effect and the applicable Fees have been paid. By requesting support services directly from us, you represent that you are knowledgeable about the Product and Content involved, and are able to demonstrate a reasonable level of technical competency with respect to use of the Product. You agree to cooperate in good faith to implement our suggestions and solutions, and assist us in maintenance and troubleshooting issues, with respect to support of the Products. We may rely on the instructions and authorizations given to us by any of your personnel with access to a Product, and we will have no obligation to inform any other of your personnel of the same. Should you purchase Product from us and resell such Product to End-Users, you agree that Aegisys has no obligation to provide support directly to those End-Users. More details regarding Aegisys standard Technical Support, as well as its Premium Support Program, can be found here.

3.3 Contact Information. During the Term of this Agreement, you must maintain current and accurate contact information within all Portal Accounts for purposes of facilitating communications and notices to you, including those related to billing, security, maintenance and Product updates. You are required to register and set up each Product Account and Service Subscription, as applicable, in accordance with the Product Specifications. If a Product is not properly registered and if the Service Subscription is not current in payments, we have no obligation to allow access to or use of the Product, or to provide any related Aegisys Service. You agree that from time to time, Aegisys may send you product-related communications addressed to the contacts which you have provided.

3.4 Training. You agree to participate in any training programs as may be required by us from time to time in order to maintain your status as a Aegisys customer. Unless otherwise agreed to by you, such required training will be free of charge. Our training provides instruction on the general use and functionality of the Products but is not the same, and you should not rely on it, as advice in specific technical support situations. You acknowledge and agree that we will not be liable for any statements or omissions made during training or contained in training materials.

4.0 AEGISYS RESERVATION OF RIGHTS

4.1 Intellectual Property Rights. All Intellectual Property Rights in and to our Products, Portals, Aegisys Marks, Marketing Materials, Documentation and any other materials we provide are and will remain the sole and exclusive property of Aegisys, or, as applicable of our suppliers and licensors; you have no rights in any of the same other than as specifically set forth in this Agreement. Aegisys, including Software incorporated into any Product or Portal, is licensed, not sold. Except for the limited rights granted herein and in the applicable Product Terms of Use, we and our licensors retain all right, title, interest and Intellectual Property Rights in the Products, and all copies thereof. You may not remove or modify any identification or proprietary notice, including any copyright and trademark notices, on any Aegisys Products or other materials.

4.2 Right to Change Products and Documentation, and Discontinue Products. We may make changes to our Products and Documentation through updates and upgrades (“Enhancements”). Enhancements may be provided at no additional charge, or they may be offered as options that may be added to a Service Subscription for an additional fee. We reserve the right to add new Products and Enhancements and to replace or discontinue Products or Enhancements at any time, including during a Committed Service Term. We will use commercially reasonable efforts to provide you thirty (30) days’ advance notice of any change that materially decreases a Product’s overall features or functionality.

4.3 Right to Interact with Products. You agree that we may, and you hereby authorize us at any time and from time to time, to interact remotely with deployed Product in order to test, troubleshoot, support or update such Product, or analyze use of or modify the Product or the environment in which it operates.

4.4 Suspension and Termination. In the event we reasonably believe any Product use, configuration of Product or Content: (i) violates any of the restrictions in the foregoing sections; (ii) may disrupt or threaten the operation or security of any Product, data, Content, computer, network, or system of yours, Aegisys, or any third party; or (iii) may otherwise subject us or a third-party to liability or damage, we reserve the right to suspend services or disable access to the Product, Portal, platform or Content. We may also take such action pursuant to the Digital Millennium Copyright Act and/or as required to comply with Applicable Law. We will use reasonable efforts to contact you prior to taking such action. Notwithstanding the foregoing, we may suspend a Product or restrict access to Product or Content without prior notice in an emergency or as necessary to comply with Applicable Law or protect against liability or damage as described herein. We shall have no liability to you as a result of suspension or termination under this section.

4.5 Breach of Your Obligations. You agree to immediately notify us of any unauthorized use, copying, or disclosure of the Product or Content of which you become aware, as well as any use of Product in a manner that is contrary to Applicable Law, including use of Product in areas where it is not certified for use or that violate export laws. You agree to immediately take such actions as are necessary to end and prevent any such use, copying, or disclosure. You acknowledge and agree that any breach of this Section may cause immediate and irreparable injury to us or to third parties, and in such event, we may immediately suspend or terminate access or use of a Product without notice and without liability to you or any third party, and to seek and obtain injunctive relief, without bond or other security, in addition to other remedies available at law and in equity.
4.6 Compromise of Your Portal Account or Access Credentials. You agree to (i) use reasonable efforts to prevent and terminate any unauthorized access to, or use of, your Portal Accounts or any access credentials to your Portal Accounts; and (ii) notify Aegisys immediately of any known or suspected unauthorized access to, or use of, your Portal Accounts or any access credentials to your Portal Accounts. Aegisys will not be liable for any loss incurred as a result of any unauthorized access to, or use of, your Portal Accounts or any access credentials to your Portal Accounts. Aegisys reserves the right to change, suspend, remove, disable or impose access restrictions on any access credentials to your Portal Accounts at any time without notice to you if Aegisys believes such actions are needed to avoid actual or potential damage to you, Aegisys or any third party. You agree to cooperate with Aegisys by providing any information that is reasonably requested by or on behalf of Aegisys to investigate and resolve any unauthorized access to, or use of, your Portal Accounts or any access credentials to your Portal Accounts, or any other compromise involving your Portal Account(s).

5.0 TRADEMARKS.

5.1 License to Marks. We hereby grant you a non-exclusive, non-transferable, royalty-free, revocable, non-sublicensable license during the Term to use, reproduce, and display the Aegisys Marks in the Territory, subject to the terms of this Agreement, the Aegisys Trademark Guidelines found here, and any other trademark-related directives that we may issue, solely for the purposes of marketing and reselling the Products. The goodwill derived from your use of Aegisys Marks is for our exclusive benefit and belongs to us. You may not represent yourself as Aegisys nor may you use the Aegisys Marks, or any other mark that may be deemed confusingly similar to a Aegisys Mark, in a manner that would imply our affiliation with, endorsement of, or sponsorship of you or to otherwise suggest that you are more than an independent authorized user and reseller of the Products.

5.2 General Trademark Obligations and Restrictions. You will not (i) challenge the validity of our rights and title to the Aegisys Marks; (ii) claim any right, title, or interest in or to Aegisys Marks; (iii) register or apply for registration of a trademark, trade name or domain name using Aegisys Marks or any confusingly similar mark; or (iv) use Aegisys Marks anywhere in the world except as specifically permitted under this Agreement.

6.0 ORDERS & PAYMENT

6.1 When this section applies. This Section on Orders and Payment applies only when you order a Product directly from Aegisys. If you order or purchase a Product from a third party (even if from a Aegisys affiliate, or if the Order is initiated from a Aegisys Portal Account) the purchasing terms and conditions between you and that third party shall govern including, for example and without limitation, terms and conditions relating to quantity of Products purchased, fees, payment terms, refund rights, taxes, and renewals.

6.2 Ordering Products. When you place an Order for a Product, the terms of this Agreement, and not any of non-Aegisys pre-printed terms (such as standard terms and conditions attached to your purchase order) will govern the Order; such pre-printed terms will be null and void. When placing an Order for Product, you are making a representation to Aegisys that you are financially able to pay for such Product through the applicable Committed Service Term.

6.3 Order Acceptance. Your receipt of an Order confirmation does not signify our acceptance of your Order, nor does it constitute confirmation of our offer to sell. We may at any time after receipt of your Order accept or decline your Order, or elect to supply less than the quantity you ordered, for any reason. After receipt or acceptance of your Order we may require additional verifications or information, and should we reasonably question your ability to make payments with respect the Order or your right to purchase Products under Applicable Law, we may, at that time, reject the Order. In the absence of written acceptance of your Order, it will be deemed accepted by us upon our delivery or activation of the Products. Any delivery date we provide is an estimate only and we will not be liable for failure to meet any stated delivery date. All sales of Products are subject to our then-current, written return policies. Any pricing errors or unintentional misrepresentations of Product availability or features (“Errors”) will be corrected by us as soon as practicable following discovery. We reserve the right to revoke any quote, cancel any Order or adjust amounts due after our discovery of relevant Errors. Our sole obligation if we cancel an Order under this section will be to refund any amount already paid.

6.4 Order Term, License Amounts and Automatic Renewal. The term of a Service Subscription and License quantities are indicated on the applicable Order. The start date of a Service Subscription (“Activation Date”) is set forth on the applicable Order or, if not listed, shall begin (and delivery is made) when we provide you with access to the Product. The Service Subscription term is defined by a number of consecutive months or years (a “Committed Service Term”). Certain pricing and discounts may be available only when purchases are made with a Committed Service Term of a specific length. You agree to pay Service Subscription fees for the entire Committed Service Term. If you terminate Service at any time during a Committed Service Term for any reason other than our breach which has not been timely cured, a lump sum payment (equal to 100% of the monthly unpaid Service Subscription fee times the number of months remaining in the Committed Service Term less any amounts already prepaid) will be due immediately and charged to your preferred payment method. Unless otherwise agreed to by Aegisys, Committed Service Terms set forth in Orders will automatically renew for additional Committed Service Terms equal in length to the expiring Committed Service Term unless either party gives notice to the other of non-renewal at least thirty (30) days prior to the end of the relevant Committed Service Term. License quantities may be increased during a Committed Service Term, but not decreased.

6.5 Pricing. Pricing for Product are as set forth on the relevant Order or, if not listed on the Order, in your Portal Account. Pricing during any automatic renewal Committed Service Term will be the same as that during the immediately preceding Committed Service Term plus an increase not to exceed five percent (5%) plus any increase based on market conditions, in Aegisys sole discretion.

6.6 Payment Terms. You agree to pay all charges applicable to the Products ordered by you including, but not limited to, one-time charges, monthly recurring Service Subscription charges, and any additional usage-based charges, including data overage, additional storage or additional License charges. Fees and payments will be calculated by us based on records maintained by us (you may request a copy). All Fees are payable in the currency specified in the Order, are due upon receipt of invoice and are non-refundable unless we confirm that a billing error was made. You must notify us of any payment dispute in writing within thirty (30) days of receipt of a disputed invoice, and if you fail to do so, you waive any claim with respect to such invoice and Aegisys will not be required to make adjustments. Prices do not include taxes, duties, and ancillary expenses (including shipping, and handling) unless otherwise quoted. Forms of payment accepted may depend on your location or credit history, and likely include credit card, check, ACH/wire and direct debit, (each a “Payment Method”). By providing us with a Payment Method, you authorize us to automatically charge that Payment Method, or any updated Payment Method you provide, for all charges and Fees incurred in connection with any Products that you have Ordered from Aegisys through the Committed Service Term (including renewals). We reserve the right to change the Payment Methods that we have approved for you at any time and will use reasonable commercial efforts to alert you to any such changes. You must provide us with complete and accurate Payment Method information, billing and contact information including your complete legal name, street address, email address and the name and telephone number of an authorized billing contact. You agree to update this information within three (3) days of any change. Aegisys may invoice from and require payment to any of its Affiliates, in Aegisys discretion and as directed by Aegisys. Invoices may be in electronic or paper form.

6.7 Additions Made During Committed Service Term. A Committed Service Term applies to the initial Licenses in a Subscription and to any Licenses added thereafter to the Service Subscription. Licenses, including those added after the original Activation Date, may not be decreased during the relevant Committed Service Term even if you are not fully using all Licenses. All Licenses in a Service Subscription terminate on the same date. Any optional or add-on features added after the start of the Service Subscription will also co-terminate with the original Service Subscription and may not be decreased during the relevant Committed Service Term.

6.8 Collection of Fees. All amounts payable by you will be made without setoff or counterclaim, and without any deduction or withholding. Payment terms and billing frequency are set forth in the applicable Order or, if not specified, the Product Terms of Use or Documentation. If you are more than thirty (30) days overdue on payments, you agree that Aegisys has the right to: (i) require that you pay using a different Payment Method; (ii) require payment upfront, and/or; (iii) charge interest/late fees at the rate of 1.5% per month, or the highest rate permitted by law, whichever is lower. If we are unable to collect any amount owed, we may take any other steps deemed necessary to collect Fees, and where permitted by law, you will be responsible for all our incurred costs such as collection expenses, court costs and attorneys’ fees. Furthermore, in the event of non-payment, following notice of such non-payment, we may suspend or terminate access to any Aegisys Products and Content as well as the right to continue to purchase new Products and we shall not be liable to you or any third party for such suspension or termination.

6.9 Shipment; Title; Risk of Loss. For all shipment of hardware, we shall designate the carrier and ship pursuant to our standard shipping practices unless otherwise specified by you and agreed to by us in writing. You must provide us with written notice within five (5) days of delivery of any non-conformity with the Order, for example, delivery of the wrong Product or incorrect quantities. All new orders for hardware or other physical Products will be shipped by us freight prepaid and billed to you. Title and risk of loss to such physical Products will pass to you upon the shipment leaving our dock. Shipments Made to Certain Jurisdictions. You may be subject to import duties, withholdings and other taxes, which are levied when the Product arrives at the ship-to location. Any charges for customs clearance are your responsibility. Since customs policies vary from country to country, you should contact the customs office in the country where you have us ship Products to get more information. You are considered the importer of record and must comply with all laws and regulations of such jurisdiction.

6.10 Taxes. You will pay and be solely liable for all taxes including sales, use, excise, withholding and any other taxes, duties or charges with respect to our sale of the Products to you, but excluding taxes based on our net income or gross receipts and taxes from which you are exempt by law as shown by a valid tax exemption certificate. You agree to indemnify and hold us harmless in the event we are required to pay such taxes, duties or other charges for which you are responsible.

6.11 Future Functionality. You agree that your obligations with respect to a Product Order or Service Subscription is not contingent upon the delivery of any future functionality or features that may have been mentioned by us, either orally or in writing. Further, we shall not be bound by statements made by any of our channel partners or other third-parties. Only features and functionality that are specified in a Product’s current, authorized Documentation issued by us shall be binding upon us.

7.0 CONFIDENTIALITY

7.1 Application of this Section. This section applies to Confidential Information of one party (the “Discloser”) that is made known to the other party (the “Recipient”) through activities under this Agreement. Note that Content uploaded through the Products requires special confidentiality provisions due to the features of the Products, and such special provisions are described in Section 8, and may be further described in the Product Terms of Use if applicable. Those provisions related to Content greatly limit Aegisys use of Content (including disclosure).

7.2 Obligations. The Recipient will (i) maintain the confidentiality of the Confidential Information of the Discloser (and that of any third parties to which either party has access as a result of this Agreement); (ii) hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party except to the extent necessary to perform its obligations under this Agreement (iii) use the same care to prevent protect the Confidential Information of the Discloser as it employs with respect to its own information of a similar nature, but in no event less than a reasonable standard of care; (iv) use the Confidential Information of the Discloser solely for the purpose of performing its obligations under this Agreement; and (v) as reasonably feasible, promptly return, or provide a copy of Confidential Information upon the request of the Discloser.

7.3 Product Information as Confidential. The Products, including their structure, organization and source code, are comprised of commercially valuable assets belonging to Aegisys or our licensors, the development or acquisition of which required the investment of substantial time, effort and cost. The Products may also contain trade secrets. Accordingly, you hereby agree to use the highest degree of care to maintain the confidentiality of the Products.

7.4 Disclosure of Confidential Information. Recipient may disclose Confidential Information of the Discloser to Recipient’s employees, officers, agents, subcontractors and independent contractors (collectively “Representatives”) who have: (i) a need to know such Confidential Information in order to perform their duties; and (ii) a legally binding obligation to protect the Confidential Information. Recipient assumes full responsibility for the acts and omissions of its Representatives with respect to such Confidential Information.

7.5 Disclosures Required by Law. Notwithstanding the foregoing, Recipient may disclose Discloser’s Confidential Information to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Recipient, where legally permissible in the reasonable judgment of Recipient’s counsel, will first have given written notice to Discloser in order to allow Discloser to seek, at its sole cost and expense, a protective order or other remedy to limit such disclosure.

7.6 Notification. Except for any disclosure permitted under this Section, in the event of any disclosure or loss of Confidential Information, Recipient will notify the Discloser as soon as reasonably possible after learning of the disclosure.

7.7 Injunctive Relief. Each party acknowledges that Recipient’s breach of this Section may cause immediate and irreparable injury to Discloser, and in the event of such breach, Discloser will be entitled to seek and obtain injunctive relief to the extent provided by a court of applicable jurisdiction, without bond or other security, and to any and all other remedies available at law or in equity. Return of Confidential Information. Unless expressly authorized to retain Discloser’s Confidential Information, Recipient will promptly return or use commercially reasonable efforts to destroy Discloser’s Confidential Information upon request or upon termination of this Agreement, provided that Recipient may (a) retain in its legal files one copy of the Confidential Information for archival purposes and (b) retain copies stored in automated computer backup systems; provided, however, that any such documents and records retained pursuant to clause (a) or (b) shall remain subject to the terms of this Agreement for as long as they are so maintained.

7.8 Use of feedback. Nothing in the Agreement will (i) preclude Aegisys from using the ideas, concepts and know-how which are developed in the course of providing any Aegisys Offerings to Client or (ii) be deemed to limit Aegisys rights to provide similar Aegisys Offerings to other customers. Client agrees that Aegisys may use any feedback provided by Client related to any Aegisys Offering for any Aegisys business purpose, without requiring consent including reproduction and preparation of derivative works based upon such feedback, as well as distribution of such derivative works.

8.0 TERM AND TERMINATION

8.1 Term. This Agreement will commence upon the earlier of: (i) your acceptance of this Agreement by electronic or written means, (ii) your placing an Order for Product or; (iii) your use or resale of a Product, and then will continue until terminated in accordance with the provisions of this section (the “Term”). The Term of this Agreement is independent of the Committed Service Term applicable to any individual Service Subscription, which will in each case be set forth in the Order. Even if terminated, this Agreement shall continue to govern Service Subscriptions (and our relationship with respect to such Service Subscriptions) that extend past the Term, until such Service Subscriptions expire or are terminated.

8.2 Termination for Convenience. Either Party may terminate this Agreement, at any time, without cause, upon 30 calendar days written notice. Termination of this Agreement for convenience will not terminate a Service Subscription that was purchased prior to termination until the end of the applicable Committed Service Term (a “Trailing Subscription”). You are required to continue to make payments for a Trailing Subscription until its expiration and, this Agreement shall continue to govern Trailing Subscriptions (and our relationship related to the Trailing Subscriptions) until expiration of the Trailing Subscriptions.

8.3 Termination for Material Breach. Each party will have the right to terminate this Agreement upon notice to the other party if such other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof. Aegisys may terminate this Agreement and/or any individual Service Subscription at its discretion, effective immediately, for: (i) non-payment that is not cured within ten (10) days after notice; or (ii) your violation of Section 2 (Use of Products and Restrictions) or Section 13 (Compliance with Laws). We may also terminate this Agreement immediately upon notice to you if you use Products in a way that damages or likely could cause damage to Aegisys or a third party, or engage in abusive or threatening conduct or communications toward us or about us.

8.4 Effect of Termination. Immediately upon either of us serving the other with notice of termination, you may not order or sell any additional Products without our express written consent. Upon termination, (i) we may terminate your Portal access except to the extent needed by you to manage Trailing Subscriptions; (ii) any amounts you owe to us will be immediately due and payable; (iii) and all rights and licenses granted hereunder will terminate and you must cease the use, marketing and distribution of the Products and Aegisys Marks except to the extent required for you to manage Trailing Subscriptions. Use of Product After Termination. Termination of this Agreement does not affect any of our rights with respect to End Users’ use of the Products that were purchased from you.

8.5 Deletion of Data. If termination of this Agreement also leads to termination of Service Subscriptions, we reserve the right to permanently delete all related Content or disable access to such Content from any remotely located servers owned by us or under our control, and we shall not be liable for such actions.
8.6 Survival. Notwithstanding anything to the contrary, the following provisions will survive termination of this Agreement: (i) those that by their express terms survive; (ii) those that by their nature may be reasonably inferred to survive, and; (iii) Sections 7 through 12, Section 14, Section 15, Subsections 4(a), 4(d), 6(f) through 6(h).

9.0 DEFINITIONS

9.1 “Addendum” means the additional terms and conditions applicable to the Aegisys Offering attached hereto.

9.2 “Affiliate” with respect to Client means any legal entity in which the Client directly or indirectly Controls.

9.3 “Agent” means a single installation of the agent software on a specific operating system instance which can be identified as a unique host identification on a hardware server or, in the case of a device without an operating system, on a single computerized device managed by Client and which Agent communicates with the Aegisys Server to transform directions from the Aegisys Server into action tasks. A Server may have multiple operating system instances installed on it (through partitioning or virtualization). Each instance of the operating system on a partitioned/virtualized server must license an Agent.

9.4 “Agreement” means this Master Agreement, the applicable Addendum and applicable Schedule, and any document incorporated expressly therein by reference.

9.5 “Authorized Use Limitation” means the limitation on usage of SaaS as measured by the Billing Metric specified in the Schedule.

9.6 “Aegisys Affiliate” means any company which owns, is owned by, or is under common ownership with Aegisys. Ownership means having Control.

9.7 “Aegisys Offering” means the individual offering (such as software, services, software as a service etc.) made available by Aegisys as defined in the Addendum and/or Schedule.

9.8 “Aegisys Server” means the Software’s automation and remediation data center dedicated to: (i) processing information provided by the Agents; and (ii) transforming that information into computational tasks directed back to the Agents for the proper implementation and functionality of the Software.

9.9 “Confidential Information” means any information, maintained in confidence by the disclosing Party, communicated in written or oral form, marked as proprietary, confidential or otherwise so identified, and/or any information that by its form, nature, content or mode of transmission would to a reasonable recipient be deemed confidential or proprietary, including, without limitation, Aegisys Offerings, Documentation, and any benchmark data and results produced.

9.10 “Control” means ownership or control of greater than 50% of an entity’s shares or control the board of such entity by force of law or contract, or the equivalent.

9.11 “Client Materials” means any data, materials, items or information supplied or available to Aegisys under the Agreement, the Aegisys Offering and/or Aegisys Server.

9.12 “Documentation” means the documentation, technical product specifications and/or user manuals, published by Aegisys that is made generally available with Aegisys Offerings.

9.13 “Free Offerings” means Aegisys Offerings that Aegisys makes available to You free of charge. Free Offerings exclude Aegisys Offerings offered as a free trial and Aegisys Offerings licensed by Client for a fee.

9.14 “Help Desk” shall mean a service providing information and support to Client and End Users.

9.15 “MSP Portal” shall mean Aegisys support portals, including by not limited to the IT support 24/7 Web Portal that allows Client to order, add or otherwise manipulate the elements of the Aegisys Offering, as well as view and monitor the systems of its End Users.

9.16 “Named Users” means a specific individual or device designated by Client to use or is managed by the Aegisys Offering as specified in the Documentation. A non-human operated device or process may be counted as a Named User as specified in the Documentation if such device requires unique identification to the Aegisys Offering (i.e. its own access credentials). Named Users’ login credentials are for designated Named Users only and may not be shared among multiple individuals. Named Users’ login credentials may be reassigned to new Named Users if the former users no longer require access to the Aegisys Offering.

9.17 “Parties” means individually and or collectively Aegisys and/or the Client.

9.18 “Non-Aegisys Application” means an on-premises, web-based, mobile, offline or other software application functionality that interoperates with an Aegisys Offering, that is provided by Client or a third party and/or listed on a Marketplace.

9.19 “Schedule” means a signed mutually agreed ordering document such as a Aegisys purchase order form, schedule of software and services or statement of work for the specific Aegisys Offering(s) licensed or purchased.

9.20 “Server” means a device that manages access to a centralized resource or service in a network.

9.21 “Subcontractors” means any entity which Aegisys or an Aegisys Affiliate has a contract for provision of certain services and will include terms to protect confidentiality and data.

9.22 “Term” means, with respect to each Schedule, the period during which the Aegisys Offering is provided, licensed or granted.

9.23 “Transfer” means sending Aegisys personal data or providing Aegisys access to personal data.

9.24 “Trial Period” means the period of time that Client accesses and uses Aegisys Offerings for evaluation or trial. If no time is indicated, then the period shall be set for thirty (30) days.

10. ORDERING AND DELIVERY

10.1 This Master Agreement does not entitle a Client’s Affiliate to directly purchase any Aegisys Offering from Aegisys, unless such Affiliate enters into a participation agreement with Aegisys to adopt and adhere to the terms for this Master Agreement and applicable Addendums.

10.2 Any terms that may appear on a Client’s purchase order shall not apply to the Agreement and shall be deemed null and void.

10.3 Where delivery is required, the Aegisys Offering will be delivered by electronic delivery (ESD) from Aegisys’s shipping point. To the extent that the Aegisys Offering involves Aegisys Software, and if the Aegisys Software is delivered by ESD, the obligation to deliver the Aegisys Software shall be complete upon transmission of such software electronically to Client. At that time and place, all risk of loss of the copy of the Aegisys Software shall pass to Client. Aegisys agrees to be responsible for all customs duties and clearances and title to any Aegisys hardware if included will pass upon point of delivery to carrier at Aegisys shipping location. Client agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Aegisys regarding future functionality or features.

11. CLIENT RESPONSIBILITIES

11.1 Client will be responsible for the accuracy, quality and legality of Client Data and Client Materials, the means by which Client acquired Client Data and Client Materials

11.2 Client’s use of Client Data and Client Materials with the Aegisys Offering, and the interoperation of any Non-Aegisys Applications with which Client uses Aegisys Offering

11.3 Use commercially reasonable efforts to prevent unauthorized access to or use of Aegisys Offering, and notify Aegisys promptly of any such unauthorized access or use

11.4 Use Aegisys Offering only in accordance with this Agreement, Documentation, the Schedules and applicable laws and government regulations

11.5 Comply with terms of service of any Non-Aegisys Applications with which Client uses Aegisys Offering and

11.6 Be solely responsible for granting access and use to third parties of Client Data and Client Materials. Any use of the Aegisys Offering in breach of the foregoing by Client or Users that in Aegisys judgment threatens the security, integrity or availability of Aegisys software or services, may result in Aegisys immediate suspension of the Aegisys Offering, however Aegisys will use commercially reasonable efforts under the circumstances to provide Client with notice and an opportunity to remedy such violation or threat prior to any such suspension.

12.0 FREE TRIAL AND FREE OFFERINGS

12.1 Free Trial. If Client makes any use or registers for a free trial, Aegisys will make one or more Aegisys Offerings available to Client on a trial basis free of charge until the earlier of (a) the end of the free Trial Period for which You registered to use the applicable Aegisys Offering(s), or (b) the start date of paid use of the Aegisys Offering ordered by Client, or (c) termination by Aegisys in our sole discretion.

Free trials are for non-production, evaluation purposes only. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

12.2 Free Offerings. Aegisys may make Free Offerings available to You. Use of Free Offerings is subject to the terms and conditions of this Agreement. In the event of a conflict between this Section 12.2 (Free Offerings) and any other portion of this Agreement, this section shall control. Please note that Free Offerings are provided to you without charge up to certain limits as described in the Documentation. Usage over these limits requires your purchase of additional resources or services. You agree that Aegisys, in its sole discretion and for any or no reason, may terminate your access to the Free Offerings or any part thereof. Client agree that any termination of your access to the Free Offerings may be without prior notice, and you agree that Aegisys will not be liable to you or any third party for such termination. Additional terms and conditions may appear on the Free Offering registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

NO WARRANTY. ANY DATA YOU ENTER INTO THE FREE OFFERINGS OR FREE TRIAL MAY BE PERMANENTLY LOST. THE FREE OFFERINGS AND/OR FREE TRIAL ARE PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND AND AEGISYS SHALL HAVE NO INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THE FREE OFFERING AND/OR FREE TRIAL. WITHOUT LIMITING THE FOREGOING, AEGISYS AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE FREE OFFERINGS OR FREE TRIAL WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE FREE OFFERINGS OR FREE TRIAL WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 12 (LIMITATION OF LIABILITY), YOU SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO AEGISYS AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF YOUR USE OF THE FREE OFFERINGS OR FREE TRIAL, ANY BREACH BY YOU OF THIS AGREEMENT AND ANY OF YOUR INDEMNIFICATION OBLIGATIONS HEREUNDER.

13.0 TITLE

Aegisys retains all right, title, copyright, patent, trademark, trade secret and all other proprietary interests to all Aegisys Offerings and any derivatives thereof. No title, copyright, patent, trademark, trade secret or other right of intellectual property not expressly granted under the Agreement is exchanged between the Parties.

14.0 FUNCTIONALITY AND TRACKING; CESSATION OF OPERATION; AEGISYS ACCESS.

14.1 Functionality and Tracking; Cessation of Operation. You understand and agree that the Aegisys Offering may be enabled through the use of Agents issued by Aegisys. For so long as You are not in breach or default with respect to any of Your obligations to Aegisys under this Agreement or otherwise, Aegisys will provide You with all license keys necessary to enable You to make normal use of the Aegisys Offering.

14.2 Right to Disable and Refuse.You agree that Aegisys may disable or refuse to renew or replace Agent(s), without notice, rendering some or all aspects of the Aegisys Offering unusable by You, at any time to enforce its rights under the Agreement. Aegisys will have no liability to You as a result of such cessation of operation. Except in the case of any perpetual license for which full payment has been received, the Aegisys Offering’s authorization protocol requires periodic notice of authority from Aegisys to extend operations past a given number of days. Because the Aegisys Offering follows this protocol, the Aegisys Offering may therefore cease to function when the Licensing Model reaches its authorized number of days. Aegisys will have no liability to You as a result of such cessation of functionality. Aegisys will take reasonable steps to prevent inappropriate termination of normal Aegisys Offering operations, and to reinstate such Aegisys Offering promptly upon notification by You of the need therefore and demonstration by You, to the reasonable satisfaction of Aegisys, that all amounts due and owing by You have been paid; provided that You are not otherwise in default of any of Your obligations under this Agreement. Aegisys does not warrant that operation of the Aegisys Offering will be uninterrupted and Aegisys will under no circumstances be liable for interruption of the Aegisys Offering or cessation of functionality of the Aegisys Offering as a result of viruses, worms, bugs or other like mediums.

AEGISYS BEARS NO LIABILITY IN CONNECTION WITH THE TEMPORARY OR PERMANENT INTERRUPTION OF THE AEGISYS OFFERING AS DESCRIBED IN THIS SECTION.

14.3 Right to track. You understand that the Aegisys Offering are programmed to track the number of deployed Agents, users and other usage and user related data, including, without limitation, monitoring of Your usage patterns of the Aegisys Offering, and you consent to all such operations. You at all times will enable, and will not hinder, impede, alter, prevent, or otherwise distort, the operation of such tracking and reporting functions, which reports will be periodically transmitted to the Automate Server.

14.4 Right of remote access. Client acknowledges and agrees that Aegisys implementation team, support team and/or development team, whether as employees or agents of Aegisys (“Aegisys Representative(s)”), may periodically, as part of its implementation and tracking rights, require remote access in order to adequately support, trouble-shoot and update the Aegisys Offering to maintain its functionality and You will not hinder, impede, alter or prevent such access.

14.5 Right to gather support metrics. Client acknowledges and agrees that Aegisys will collect, modify and analyze meta data and/or operations data, including, but not limited to, number of workstations by operating system, system log files and transaction counts which relate to system utilization and performance statistics, product performance, maintenance, all as deemed necessary by Aegisys.

14.6 Client Report Access. Client may access reports and/or information through the Aegisys Offering until the end of the term of the license. All reports and other output will be produced in standard readable format (e.g., CSV, XML) and transmitted according to the transmission protocols used by the Aegisys Offering for such transmissions. Any specific reports or data requested by Client at the end of the term of the license that is not available through the Aegisys Offering or produced in customized formats will be charged based on the scope of the request. Such fees will be agreed in writing between Client and Aegisys.

15.0 THIRD PARTY PRODUCTS AND NON-AEGISYS APPLICATIONS

15.1 NO WARRANTY. Under no circumstances shall Aegisys have any responsibility or liability to Client with respect to any product or service provided by a third party even if such product or services was resold or distributed by Aegisys. Such products and services are provided “as is” without warranty of any kind either express or implied. Client acknowledges and agrees that the performance warranties set forth in the applicable Addendums and Aegisys indemnification obligations below, do not apply to any product or service provided by a third party even if such product or services was resold or distributed by Aegisys. Aegisys or third parties may make available (for example, through a Marketplace or otherwise) third-party products or services, including, for example, Non-Aegisys Applications and implementation and other consulting services. Any acquisition by Client of such products or services, and any exchange of data between Client and any Non-Aegisys provider, product or service is solely between Client and the applicable Non-Aegisys provider. Aegisys does not warrant or support Non-Aegisys Applications or other Non- Aegisys products or services, whether or not they are designated by Aegisys as “certified” or otherwise, unless expressly provided otherwise in an Schedule. Aegisys is not responsible for any disclosure, modification or deletion of Client Data resulting from access by such Non-Aegisys Application or its provider.

15.2 Integration with Non-Aegisys Applications. The Aegisys Offering may contain features designed to interoperate with Non-Aegisys Applications. Aegisys cannot guarantee the continued availability of such features, and may cease providing them without entitling Client to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non-Aegisys Application ceases to make the Non-Aegisys Application available for interoperation with the corresponding Aegisys Offering in a manner acceptable to Aegisys.

15.3 License Fees. Client acknowledges and agrees that the fees paid to Aegisys under this Agreement may include licensing fees for certain third party licenses (“Third Party Licenses”) which are passed through to, and paid by, Client. Aegisys may attempt to negotiate bulk licensing fees for the Third Party Licenses; however, Client understands that Aegisys does not govern or control such fees. The Third Party Licenses may be subject to certain minimum licensing fees, as well as increases in the licensing fees from time to time without prior notice to Aegisys, and, notwithstanding anything to the contrary in this Agreement, such increases (if any) may be passed through to, and paid by, Client when incurred by Aegisys.

15.4 License Terms. Each service and software included in the Aegisys Offering ordered by Client may be subject to additional license terms, conditions and restrictions set forth in the online terms and conditions which Client will be required to review and accept via the MSP Portal and / or directly with a third party End User License Agreement prior to using such additional software and/or services within the Aegisys Offering ordered by Client (“Additional Terms”). If Client does not accept any applicable Additional Terms, Client may not use such ordered service and/or software. Client further agrees that it must accept any applicable Additional Terms prior to using any applicable services and/or software within the Aegisys Offering ordered by Client via the MSP Portal and accepted by Aegisys. All licenses of such additional services and/or software within the Aegisys Offering are granted subject to Client’s payment of applicable license fees and compliance with all applicable terms of this Agreement, including Additional Terms. Aegisys reserves the right to modify Additional Terms at any time. Client shall be responsible for any additional costs or fees associated with newer versions of such software and additional licenses.

16.0 INDEMNIFICATION

16.1 Aegisys will indemnify, defend and/or, at its option, settle any third party claims that Client’s use of the specific Aegisys Offering licensed or purchased by Client under this Agreement infringes any valid patent or copyright within the jurisdictions where Client is authorized to use the Aegisys Offering. Aegisys may, at its sole option and expense: (i) procure for Client the right to continue to use the Aegisys Offering; (ii) repair, modify or replace the Aegisys Offering so that it is no longer infringing; or if (i) and (ii) are not commercially practicable, (iii) provide a pro-rated refund of the fees paid for the Aegisys Offering which gave rise to the indemnity calculated against the remainder of the Term from the date it is established that Aegisys is notified of the third Party claim. If the Aegisys Offering is Aegisys Software, and is licensed on a perpetual basis, an amortization schedule of three (3) years shall be used for the basis of the refund calculation.

16.2 Each Party shall indemnify the other against all damages, fees, (including reasonable attorney’s fees) fines, judgments, costs and expenses as a result of a third party action alleging a bodily injury or death which arises from the provision of services under the Agreement, provided that such liabilities are the proximate result of gross negligence or intentional tortious conduct on the part of the indemnifying Party.

16.3 Client agrees to indemnify and defend Aegisys against any claim, demand, suit or proceeding made or brought against Aegisys by a third party alleging that any Client Data infringes or misappropriates such third party’s intellectual property rights, or arising from Client’s use of an Offering in violation of the Agreement, the Documentation, Schedule or applicable law (each a “Claim Against Aegisys”), and Client will indemnify Aegisys from any damages, attorney fees and costs finally awarded against Aegisys as a result of, or for any amounts paid by Aegisys under a settlement approved by Client in writing of, a Claim Against Aegisys.

16.4 Client shall have no liability: (i) in the event the allegation of infringement is a result of a modification of the Client Materials by Aegisys, (ii) if the alleged infringement would be avoided or otherwise eliminated by using materials provided by the Client to replace the infringing Client Materials; or (iii) if the alleged infringement results from a combination of the Client Materials and any third party products.

THE FOREGOING PROVISIONS STATE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY AND OBLIGATIONS OF CLIENT REGARDING CLAIMS OF INFRINGEMENT WITH RESPECT TO CLIENT MATERIALS UNDER THE AGREEMENT.

17.0 LIMITATION OF LIABILITY

Under no circumstances shall Aegisys be liable for any losses relating to the Aegisys Offering or the actions of Aegisys in connection with this Agreement that was not brought to its attention by Client in writing within forty-five (45) days of its occurrence. No claim for Losses or other relief arising out of this Agreement or the Aegisys Offering may be filed by Client more than one (1) year following its delivery to Client.

EXCEPT IN THE CASE OF INFRINGEMENT OF AEGISYS INTELLECTUAL PROPERTY RIGHTS AND OF THIRD PARTY CLAIMS ARISING UNDER THE INDEMNIFICATION SECTION, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW NEITHER PARTY (INCLUDING ANY OF AEGISYS SUPPLIERS) SHALL BE LIABLE FOR A) ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES OF ANY NATURE, INCLUDING, BUT NOT NECESSARILY LIMITED TO, LOSS OF PROFIT, DAMAGES RELATING TO MONIES SAVED OR FEES GENERATED AND OR ANY LOSS OF DATA BY USE OF ANY AEGISYS OFFERING, REGARDLESS OF WHETHER SUCH LOSS WAS FORESEEABLE OR A PARTY WAS APPRISED OF THE POTENTIAL FOR SUCH DAMAGES; AND B) IN NO EVENT WILL A PARTY’S LIABILITY, EXCEED THE FEES PAID AND OR OWED FOR THE PRODUCT OR SERVICE THAT GAVE RISE TO THE BREACH DURING THE PREVIOUS TWELVE (12) MONTHS PRECEDING THE CLAIM. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY BUT WILL NOT LIMIT CLIENT’S PAYMENT OBLIGATIONS UNDER THE “FEES” SECTION ABOVE.

18.0 DISPUTE RESOLUTION

18.1 Any dispute, controversy or claim arising out of the Agreement (a “Dispute”) shall be resolved as provided in this section. Prior to the initiation of formal dispute resolution procedures, the Parties shall first meet in an effort to resolve the Dispute. If Client and Aegisys are unable to resolve the Dispute within thirty (30) days, then each of Aegisys and Client will appoint one (1) senior executive who is not involved on a day-to-day basis with the subject matter of the Agreement to negotiate a resolution to the Dispute.

18.2 Formal proceedings for the resolution of a Dispute may not be commenced until the earlier of: (i) the good faith determination by the appointed senior executives that resolution of the Dispute does not appear likely; or (ii) thirty (30) days following the date that the Dispute was first referred to the appointed senior executives. The provisions of paragraphs (i) and (ii) will not be construed to prevent a Party from instituting formal proceedings to the extent necessary to avoid the expiration of any applicable limitations period or to pursue equitable rights or injunctive remedies deemed reasonable necessary to protect its interests.

19.0 GENERAL TERMS

19.1 Amendments. No modification of this Agreement or any Order will be binding on us or amend this Agreement or existing Order unless it is in writing, generated by Aegisys on its standard forms (an email is not sufficient for this purpose) and duly authorized by a Aegisys Vice President or higher Aegisys personnel. Any inconsistent or additional terms contained in any of your purchase orders, sales confirmations or any other communications are deemed material changes which we hereby expressly reject.

19.2 Force Majeure. Except for payment obligations and Confidentiality obligations, neither Party will be liable for any action taken, or any failure to take any action required to be taken, as a result of circumstances beyond a Party’s control, including, without limitation, attacks by third parties, acts of terror, epidemic, pandemic, disease, failure from Internet Service Provider, Non-Aegisys Application, war, civil unrest or commotion, act of God including, but not limited to, earthquakes, epidemics, fires, floods or weather, strike or other stoppage (whether partial or total) of labor, any law, decree, regulation or order of any government or governmental body (including any court or tribunal) power failure, telecommunications interruption, the failure or closure of a financial institution, computer malfunctions, acts of God or any other failure, interruption or error not directly caused, or reasonably anticipated, by Aegisys.

19.3 Order of Precedence. Any conflict or inconsistency among or between the terms and conditions of the documents comprising the Agreement shall be resolved according to the following order of precedence, from the document with the greatest control to the least: (1) the Schedule; (2) the relevant Addendum; (3) this Master Agreement. Notwithstanding this Order of Precedence, a Client issued purchase order shall have no force or effect whatsoever and shall not modify the terms of the documents indicated herein.

19.4 Independent Contractors. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.

19.5 Client Data. Client represents and warrants that (i) it has the right, including consent where required, to lawfully transfer to Aegisys all Client Data and any other data or information related to Client’s access or use of a Aegisys Offering, (ii) its use of the Aegisys Offerings does and at all times will comply with applicable law, including, but not limited to, should it apply, the European Union General Data Protection Regulation; (iii) it is responsible and liable for all activities that occur in user accounts, and (iv) it shall not misuse any Aegisys Offering by sending spam or otherwise duplicative or unsolicited messages or store infringing, obscene, threatening, or otherwise unlawful material or material that is harmful to children or violates third party privacy rights.

19.6 Assignment. The Agreement may not be assigned by Client without the prior written consent of Aegisys, such consent not to be unreasonably withheld.

19.7 Attorneys’ Fees. Where permitted by law, if Aegisys commences any action or proceeding against Client to enforce the terms of this Agreement, Aegisys shall be entitled to an award against Client for all reasonable attorneys’ fees, costs and expenses incurred by Aegisys in connection with such action or proceeding (including any mediation or arbitration, and at all levels of trial and appeal), and in connection with the enforcement of any judgment or order thereby obtained.

19.8 Drafter. This Agreement shall be construed and interpreted fairly, in accordance with the plain meaning of its terms, and there shall be no presumption or inference against the party drafting this Agreement in construing or interpreting the provisions hereof.

19.9 CLASS ACTION WAIVER. YOU AGREE THAT ANY CLAIM YOU MAY HAVE AGAINST AEGISYS, INCLUDING AEGISYS’S PAST OR PRESENT EMPLOYEES OR AGENTS, SHALL BE BROUGHT INDIVIDUALLY AND YOU SHALL NOT JOIN SUCH CLAIM WITH CLAIMS OF ANY OTHER PERSON OR ENTITY OR BRING, JOIN OR PARTICIPATE IN A CLASS ACTION AGAINST AEGISYS.

19.10 Import Export. Client acknowledges that the Aegisys Offering(s) is subject to control under European and U.S. law, including the Export Administration Regulations and agrees to comply with all applicable import and export laws and regulations. Client agrees that the Aegisys Offering(s) will not be exported, re-exported or transferred in violation of U.S. law or used for any purpose connected with chemical, biological or nuclear weapons or missile applications, nor be transferred or resold, if Client has knowledge or reason to know that the Aegisys Offerings are intended or likely to be used for such purpose.

19.11 Audit. Aegisys reserves the right, on 30 days’ notice to the Client, to conduct an audit remotely or onsite of Client and/or its Affiliates’ facilities to verify Client’s compliance with the terms of the Agreement. Aegisys agrees that such audit shall be conducted during regular business hours at Client’s offices and Aegisys shall endeavour to conduct such audit so as not to interfere unreasonably with Client’s activities. Aegisys may use a mutually agreed upon independent third party to conduct the audit subject to terms of non-disclosure, if required by Client. Unless supported by reasonable suspicion of a deviation from the terms of the Agreement audits shall be no more frequently than once per calendar year.

19.12 Non-Hire. Client agrees that during the term of this Agreement, and for a period of twelve (12) months after termination of this Agreement, Client will not solicit for hire, either directly or indirectly, any employee to leave the employment of Aegisys and its affiliated companies or to hire/retain such person(s). Client agrees that these provisions are necessary and reasonable to protect the legitimate business interests that Aegisys and its affiliated companies have in protecting substantial investments in such employees.

19.13 Interference and Competition. Client shall not, directly or indirectly, during the term of this Agreement: (i) induce or influence any employee of Aegisys or any other person or entity to terminate their relationship with Aegisys; or (ii) use a Aegisys Offering to produce a product or service that competes with the Aegisys Offering.

19.14 Announcements. Client grants Aegisys a royalty-free, limited, nontransferable (except in connection with an assignment of this Agreement), nonexclusive license during the term of this Agreement to use and display Client’s logos and trademarks in customer lists, advertising materials, trade show materials and other literature identifying Aegisys customers. Aegisys may issue a press release regarding the transaction with Client.

19.15 Counterparts. This Master Agreement, any Addendum and any Schedule as applicable may be signed in any number of counterparts and each part shall be considered part of the whole and valid, legally binding document.

19.16 Notice. All notices hereunder shall be delivered to the other Party identified in the Agreement either personally, Canada or US Postal Service, via certified mail or overnight courier. If delivered personally, notice shall be deemed effective when delivered; if delivered via CANADA Postal Service notice shall be deemed effective the second business day after mailing, and if delivered via certified mail or overnight courier, notice shall be deemed effective upon confirmation of delivery.

19.17 Headings. The section headings used herein are for information purposes only and shall not affect the interpretation of any provision of this Agreement.

19.18 Validity. In the event any term or provision of the Agreement shall be held to be invalid, the same shall not affect in any respect whatsoever the validity of the remainder of the Agreement.

19.19 Third Parties. There are no third-party beneficiaries under this Agreement.

19.20 Governing Law and Jurisdiction. Who Client is contracting with 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, depend on which Aegisys Affiliate you are contracting with.

Client is contracting with: The governing law is: The courts having exclusive jurisdiction are:

Aegisys Corporation, and controlling Canadian Federal Law located in Sudbury, Ontario, Canada.

19.21 Agreement to Governing Law and Jurisdiction. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.

19.22 Survival. Sections pertaining to Confidentiality, Title, Limitation of Liability and Termination shall survive termination of this Master Agreement.

19.23 Security. We use physical, technical and administrative safeguards designed to help secure the Products and Content under our control against accidental or unauthorized loss, access or disclosure. However, no system of data transmission, storage or retrieval can be made entirely impenetrable and despite the measures employed, the Products and Content are not guaranteed against all security threats or other vulnerabilities, and you acknowledge that you use the Products with all Content at your own risk. Notwithstanding anything to the contrary in this Agreement, Aegisys security measures extend only to those systems, networks, network devices, facilities and information technology components over which Aegisys has control. You are responsible for the proper configuration and maintenance of physical, administrative and technical safeguards as they relate to access and use of the Product, accounts and Content. In no event will we be responsible, nor will we have any liability, for physical, administrative, or technical controls related to the Product or Content (including without limitation Personal Information) that you control, including but not limited to access credentials (including passwords), network connectivity and internet connectivity. You agree to (i) change your passwords and other access credentials to Products and Portal Accounts on a regular basis and immediately upon becoming aware of any unauthorized access to, or use of, your Products or Portal Account(s) or any other compromise involving Products or your Portal Account(s); and (ii) promptly apply any updates, upgrades, modifications or other Enhancements that Aegisys determines is necessary or appropriate to maintain the security, confidentiality, integrity, availability or performance of the Product.

19.24 Updates to this Agreement. We may update this Agreement (including referenced documents like Terms of Use) from time to time. We will notify you of changes by posting the updated Agreement on the appropriate Portal or website, and/or by sending a message to a primary account user for your organization. The updated Agreement will be effective 30 days from our notice unless you notify us that you object within such 30 days, provided that updated Agreements that apply only to future purchases or renewals shall take effect immediately. By continuing to participate as a customer without objection, you agree to comply with the updated Agreement. Should you object to an updated Agreement Aegisys may, at its discretion, allow you to: (a) terminate the applicable Committed Terms without further payment obligation, or; (b) allow the previous set of Terms to continue to apply through the end of the Committed Terms. However, should you fail to terminate a Subscription Service at the end of the Committed Term, you hereby agree that the updated Agreement shall apply during the renewal term.

19.25 Entire Agreement. This Agreement, the applicable Product Terms of Use, Orders, including all referenced terms therein, or other applicable terms agreed to by both you and Aegisys, together constitute the entire understanding of the parties with respect to the subject matter hereof, and supersede all prior and contemporaneous written and oral agreements with respect to the subject matter. No modification of this Agreement or any Order will be binding on us or amend this Agreement or existing Order unless it is in writing, generated by Aegisys on its standard forms (an email is not sufficient for this purpose) and duly authorized by a Aegisys Vice President or higher Aegisys personnel. Any inconsistent or additional terms contained in any of your purchase orders, sales confirmations or any other communications are deemed material changes which we hereby expressly reject. Our fulfillment of any Order will not constitute acceptance of any such additional or inconsistent terms and conditions.

19.26 Publicity. You grant us the right and license to identify you as a Aegisys customer and (a) refer to you by name, trade name and trademark, if applicable, as well as (b) briefly describe your business in our marketing materials.

19.27 English Language. This Agreement has been drafted in the English language and such version will be controlling in all respects and any non-English version is solely for accommodation purposes.

19.28 Remedy. The rights and remedies of the parties will be cumulative (and not alternative).

19.29 Enforceability. If any provisions herein are deemed invalid, illegal, or unenforceable, the validity, legality and enforcement of the remaining provisions will not be affected or impaired.

19.30 No Waiver. The failure of either party to insist in any instance upon any payment or performance when due by the other party, shall not relieve such other party of any of its obligations with respect to such performance, or constitute a waiver of such party’s right to insist upon the full and timely performance in the future by the other party of obligations of the same type or a different type under this Agreement.

19.31 Construction. The section headings in this Agreement are for convenience of reference and will not be deemed to be a part of this Agreement. Any rule of construction that ambiguities are to be resolved against the drafting party will not be applied in the interpretation of this Agreement.

19.32 Nature of Relationship. Each of us enters into this Agreement as an independent contractor and neither of us may act or represent ourselves as an agent or joint venturer of the other.

19.33 Government Contracts. If the Products are to be used in the performance of a government contract or subcontract, no government requirements or regulations will be binding on us unless we specifically agreed in writing. The Products are comprised of “commercial computer software” and “Commercial computer software documentation” as such terms are used in the Code of Federal Regulations.

19.34 Notices. All legal notices required or permitted hereunder will be in writing and may be delivered by nationally recognized courier (e.g., UPS, FedEx) and will be deemed effective upon receipt as evidenced by delivery confirmation. Legal notices will be sent to you at the main address that Aegisys has on record in your account information. Notices to us must be sent to 7-598 Falconbridge Road, Sudbury, Ontario, Canada, P3A 5K6, Attn: General Counsel. In addition, Aegisys may send any notice required or permitted hereunder to you by first class mail or by email to your address on record in Aegisys account information. Such notice will be deemed effective upon the earlier of: (i) email delivery; (ii) 48-hours after sending by first class mail, or (iii) 12 hours after sending by email. We will have no responsibility for failure to provide notice due to your failure to maintain current and accurate contact information with Aegisys.

Aegisys 2024