Terms of Service

2.1 The terms and clauses under this Section 2 shall be applicable only if Professional Services are explicitly procured by the Customer.

2.2 Customer and NVENTOR may enter into one or more SOWs that describe the Professional Services purchased by Customer and to be performed by NVENTOR. Customer agrees that its participation is critical for the success of the Professional Services.

2.3 Professional Services Warranty: If Professional Services are purchased by Customer, NVENTOR warrants that all Professional Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.

3.1 SaaS License: Subject to the terms of this Agreement and the applicable OCF or SOW, NVENTOR grants to Customer and Authorized Users, during the applicable Term, a limited, revocable, worldwide, non-exclusive, non-sublicensable and non-transferable license to Customer and Authorized Users to use the SaaS in accordance with this Agreement.

3.2 General Restrictions: Except as explicitly stated in this Agreement, the OCF, or the SOW, the Customer shall not directly or indirectly sublicense, resell, rent, lease, distribute, commercialize, repackage, rebrand, assign, or otherwise transfer rights or usage of the SaaS, including any modifications or derivative works.

3.3 Access and Security: Each Authorized User must be a named individual with unique login credentials. Customer must ensure the security and confidentiality of all SaaS access credentials.

3.4 Compliance: Customer shall be solely responsible for all Authorized Users' compliance with the terms and conditions of this Agreement and use the SaaS only in accordance with applicable laws, rules, and regulations.

4.1 Fees; Payment: In consideration for the offering of the SaaS and/or Professional Services licensed and/or provided by NVENTOR under this Agreement, Customer agrees to pay NVENTOR the Fees as set forth on the applicable OCFs and/or SOWs. Fees are non-refundable and non-creditable, except as set forth in this Agreement.

4.2 Fees on Renewal: Unless otherwise set forth on an OCF, at the end of the Term, the SaaS subscription will automatically renew as set forth herein. NVENTOR reserves the right upon thirty (30) days' notice to modify the Fees prior to the commencement of any Term.

4.3 Audit Rights: NVENTOR shall have the right, at its expense, to audit, or have an independent, certified public accountant audit Customer's records and books of accounts related to the Professional Services for the sole purpose of verifying compliance with the terms of this Agreement.

5.1 Intellectual Property: NVENTOR exclusively retains and will continue to exclusively retain all right, title, and interest, including all related Intellectual Property Rights, in and to the SaaS and NVENTOR Data. Customer exclusively retains and will continue to exclusively retain all right, title, and interest, including all related Intellectual Property Rights in the Customer Unique Data.

5.2 Customer Data Licensing: Customer grants NVENTOR a royalty-free, worldwide, transferable, irrevocable, and perpetual license to use Customer User Data for the purpose of delivering the SaaS and Professional Services.

5.3 Use of NVENTOR Data: Customer and its Authorized Users may access and use NVENTOR Data in hard copy, electronic data storage or other electronic form for internal business purposes.

6.1 Term: This Agreement begins on the Effective Date and, unless earlier terminated as set forth in this Agreement, will continue while an OCF or SOW is in effect between the Parties.

6.2 Termination Rights: If either Party is in default of any material provision of this Agreement, and such default is not corrected within thirty (30) days of receipt of written notice, the other Party shall have the right to terminate this Agreement.

6.3 Effect of Termination: Upon expiration or termination of an OCF or SOW, or termination of this Agreement as a whole, the license granted hereunder for SaaS or Professional Services shall immediately terminate and Customer shall immediately stop using the SaaS or Professional Services.

6.4 Suspension: If Customer's account is overdue in making payment of any Fees by more than thirty (30) days, NVENTOR reserves the right to suspend the SaaS and/or Professional Services provided to Customer.

7.1 NVENTOR warrants, solely for the benefit of the Customer, that during the Term the SaaS will perform materially in accordance with the functional specifications.

7.2 Should a breach occur, NVENTOR will, at its discretion and at no additional charge, either: (i) use commercially reasonable efforts to correct the SaaS; (ii) replace the SaaS with one that conforms materially to the specifications; or (iii) terminate the license and refund any unused portion of pre-paid fees.

7.3 Disclaimer of Warranties: EXCEPT AS SET FORTH IN THIS SECTION 7, THE SAAS, PROFESSIONAL SERVICES AND SAAS DATA ARE PROVIDED HEREUNDER "AS-IS" WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND.

8.1 NVENTOR Intellectual Property Obligations: In the event of a claim or threatened claim by a third party alleging that the Customer's use of the unaltered SaaS infringes or misappropriates such third party's intellectual property, NVENTOR may, at its sole option: (a) revise the SaaS so that it is no longer infringing; (b) obtain the right for Customer to continue using the SaaS; or (c) terminate this Agreement and refund any pro-rata unused, pre-paid license fees.

8.2 Customer Intellectual Property Obligations: Customer will indemnify NVENTOR against all loss arising out of any claims alleging that Customer Unique Data and Customer User Data infringes on any third party's intellectual property rights.

9.1 Aggregate Liability: TO THE EXTENT NOT PROHIBITED BY LAW, EXCEPT FOR CUSTOMER'S LIABILITY ARISING UNDER SECTION 3, THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY, TOGETHER WITH ITS RESPECTIVE AFFILIATES, ARISING OUT OF OR RELATED TO THIS AGREEMENT AND ALL OCFS AND SOWS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL NOT EXCEED, IN THE AGGREGATE, THE TOTAL PAYMENTS MADE BY CUSTOMER TO NVENTOR IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9.2 Disclaimer of Consequential Damages: TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ANY LOST PROFITS, REVENUE, OR DATA, INTERRUPTION OF BUSINESS OR FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES OF ANY KIND.

10.1 Obligation: Each of NVENTOR and Customer agree that, for a period of three (3) years after last receipt of the other Party's Confidential Information, it will use the other Party's Confidential Information only in connection with fulfilling its rights and obligations under this Agreement and hold the other Party's Confidential Information in strict confidence.

10.2 Exceptions to Obligations: Either Party may disclose Confidential Information to the extent required by mandatory applicable law, provided the other Party uses commercially reasonable efforts to give sufficient notice of such required disclosure.

11.1 Publicity: NVENTOR may include Customer's name and logo on NVENTOR's website and in marketing collateral.

11.2 Governing Law; Venue: This Agreement shall be governed by and interpreted in accordance with the laws of the State of Georgia, USA, without reference to its conflicts of law principles.

11.3 Assignment: Customer may not assign this Agreement, by operation of law or otherwise, in whole or in part, without NVENTOR's prior written consent.

11.4 Notices: Any notices required under this Agreement shall be given in writing and shall be deemed to have been delivered when delivered personally, three (3) business days after having been sent by registered or certified mail, or one (1) business day after deposit with a commercial overnight courier.

11.5 Force Majeure: Except for any payments due hereunder, if a Party's performance is prevented, hindered or delayed by elements of nature, acts of God or war, acts or threats of terrorism, riots, civil disorders, pandemics, epidemics, or other causes outside of the reasonable control of the affected Party, the affected Party will be excused from performance to the extent of the condition.

11.6 Compliance with Law: Customer agrees to comply fully with any applicable laws and regulations to assure that neither the SaaS, nor any direct products thereof are exported in violation of such laws.

11.7 General: NVENTOR may add to, change or update this Agreement from time to time entirely at its own discretion; provided, however, that any such modifications shall not have a material negative impact on Customer.

11.8 Independent Contractors: In performing their respective duties under this Agreement, NVENTOR and Customer will operate as independent contractors.

11.9 Severability: In the event that it is determined by a court of competent jurisdiction that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision shall be enforced as nearly as possible in accordance with the stated intention of the Parties.

11.10 Counterparts: This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

11.11 Entire Agreement: This Agreement, together with all OCFs, SOWs, amendments, and addenda, constitutes the entire and exclusive agreement between the Parties with respect to the subject matter hereof.