FD Mxmn

1. Introduction

1.1 These Terms, including Appendix 1 (SLA), set out the relationship between you, as user of the Software (the "Customer") and FD Mxmn Pte Ltd, a company incorporated in Singapore, as supplier of Software (the "Supplier").

1.2 The Software is made available via the Microsoft Office Add-in Store. You will additionally require a paid Subscription to use the features of the Software. You are licensed to use the Software to view the initial explanatory information provided through it without logging in or, if you have purchased a Subscription or engaged for a Trial, you are licensed to use the Software in accordance with the terms below, during and subject to the terms of such Subscription or Trial.

1.3 Subscriptions are sold directly from the Supplier via its web site, direct discussion with a client relationship manager, or through other means communicated from time to time.

2. Interpretation

2.1 The definitions and rules of interpretation in this clause apply in these Terms.

"Authorized Users": those employees, agents and independent contractors of the Customer who are authorized by the Customer to use the Service.

"Business Day": a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

"Credentials": login details (being a passcode or username and password) allocated to an Authorized User for access to the Services.

"Customer Data": the data inputted by the Customer, Authorized Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.

"Heightened Cybersecurity Requirements": any laws, regulations, codes, guidance (from regulatory and advisory bodies. Whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to either the Customer or an Authorized User relating to security of network and information systems and security breach and incident reporting requirements, which may include (for example) the EU Cybersecurity Directive 2016/1148), EU Commission Implementing Regulation 2018/151, PCI DSS, or US FedRAMP.

"Order Form": a request from the Customer to the Supplier for purchase of one or more User Accounts, which may be expressed in a document, by correspondence, orally, through an online form or storefront, or by any other means.

"Services": the subscription services provided by the Supplier to the Customer consisting in the use of the Software and ancillaries thereto, subject to and as specified under the terms of these Terms.

"Software": “FD Mxmn”, a drafting add-in for Microsoft Word, provided on a “software-as-a-service” (SaaS) basis.

"Subscription": a subscription, consisting of one or more User Accounts, for the Services.

"Subscription Fees": the subscription fees payable by the Customer to the Supplier for the User Accounts, as agreed between them in the Order Form.

"Subscription Term": has the meaning given in clause 14.1.

"Trial": a Subscription agreed bilaterally between Customer and Supplier, of a limited term (typically 7 calendar days), during which time no Subscription Fees are incurred.

"User Accounts": the user subscriptions purchased by the Customer pursuant to clause 3, which entitle Authorized Users to access and use the Services in accordance with these Terms.

"Web Site": the Supplier’s web site at https://www.maximon.ltd.

2.2 A person (including the Customer) includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

3. Subscription

3.1 The Customer may request to purchase a Subscription, consisting of one or more User Accounts, by submitting and Order Form to the Supplier.

3.2 Furthermore, the Customer may, from time to time during any Subscription Term, request to purchase additional User Accounts in excess of the number initially purchased. Upon receipt of such request, the Supplier shall evaluate it and respond to the Customer with approval or rejection of the request.

If the Supplier approves the Customer's request to purchase additional User Accounts, the Customer shall pay to the Supplier the relevant fees for such additional User Accounts. Unless agreed otherwise, the new User Accounts shall expire on the same date as the then existing Subscriptions (and the agreed price should accordingly reflect any consequential pro-rating), and shall form an integral part of the existing Subscription hereunder.

3.3 No Order Form is deemed accepted and agreed by the Supplier, and no User Subscription confers a license under clause 4.1, until the Supplier confirmed acceptance and has received payment in the amount and by the payment method expected by it.

4. User Accounts

4.1 Subject to the Customer purchasing the User Accounts in accordance with clause 3, the restrictions set out in this clause 4, and the other terms and conditions of these Terms, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right and license, without the right to grant sublicences, to permit the Authorized Users to use the Services during the Subscription Term.

4.2 The Supplier may, through a relevant Order Form, agree to grant a Trial of the Services. A Trial is a limited period of free usage intended to provide a Customer with a bona fide one-off opportunity to test the Software before committing to a paid Subscription. By requesting a Trial, therefore, the Customer represents and warrants that (a) neither it, its affiliates, nor (to the best knowledge of the Customer) any of its or their officers or employees, has previously obtained a Trial, and (b) the name and contact details provided by the Customer represent its true and principal name and contact details and not an alias. In case of breach of these warranties, the Customer shall be liable to the Subscription Fees which would have applied for an equivalent paid Subscription.

4.3 In relation to the Authorized Users, the Customer undertakes that:

(a) the maximum number of Authorized Users that it authorizes to access and use the Services shall not exceed the number of User Accounts that it has purchased and are in force from time to time;

(b) it will not allow any User Account to be used by more than one individual (provided that, by request to the Supplier, a User Account may be reassigned in its entirety from one Authorized User to another, in which case the prior Authorized User shall no longer have any right to access or use the Services);

(c) it shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services and, in the event of any such unauthorized access or use, promptly notify the Supplier;

(d) each Authorized User shall keep secure Credentials for their use of the Services, the Customer shall procure that each Authorized User keeps their Credentials secret, and the Customer shall remain responsible for any use of the Credentials (whether or not by the Authorized User);

(e) it acknowledges that the Supplier may keep a record of connections made to the Software using Credentials (which may include ancillary details such as, without limitation, the IP address or geographic location from which such connections are established) and that the Supplier may review these records in the course of maintenance, service improvement, service quality review, customer compliance auditing, or other purposes;

(f) if the Customer finds or suspects that Credentials have been provided to, or are used by, more than one individual or by individual(s) other than the corresponding Authorized User, then:

(i) the Supplier may, by 10 Business Days’ written notice, require the Customer to provide such information, explanation, or representations as the Supplier may reasonable request; and/or

(ii) if the Supplier does not do so, or if the Supplier is able to confirm with confidence that Credentials have been used or shared in breach of these Terms, the Supplier may suspend or terminate some or all of the Subscription in accordance with clause 14;

(iii) if the Supplier determines that Credentials supplied to the Customer have been used by a person other than the Authorized User to which they were at that time allocated, then without prejudice to the Supplier’s other rights, the Customer shall on demand pay the Supplier such additional Subscription Fees as would have applied had a User Account been duly purchased for such relevant person (and the Customer authorizes the Supplier to charge such amount against any credit card or other payment method available to the Supplier).

5. Services

5.1 Subject to these Terms, the Supplier shall, during the Subscription Term, use commercially reasonable endeavors to make the Services available to the Authorized Users, on a reasonably continuous basis, except for:

(a) planned maintenance carried out, where possible, with prior notice; and

(b) unscheduled maintenance performed when the Supplier considers it necessary.

5.2 The Supplier will, as part of the Services, provide a means to contact the Supplier to report issues and request guidance with the use of the Software. Appendix 1 (SLA) sets out the service level targets and the sole recourse for non-compliance by the Supplier with the stated service levels.

6. Data protection

The data privacy statements published from time to time at https://www.maximon.ltd/legal_privacy.php are applicable to the provision of the Services.

7. Third party providers

7.1 The Customer acknowledges that the Services may enable or assist it to access the website content of, interact with, and use products and services from, third parties via third-party websites and that the Customer does so solely at its own risk. The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the Supplier. The Supplier recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

7.2 The Software depends on third-party software components (the "Libraries") which are redistributed with the Software in accordance with the Libraries' applicable license terms. The Libraries, and their license terms, are identified in the 'about' section of the Software. The Microsoft .NET Library is distributed under the Microsoft Software License Terms published at https://dotnet.microsoft.com/en/dotnet_library_license.htm, and the Client agrees to protect the Distributable Code (as defined in the Microsoft Software License Terms) to the same extent as stipulated under the Microsoft Software License Terms, and to indemnify Microsoft, FD Mxmn Pte. Ltd., and Maximon Ltd. from any claims, including attorneys' fees, related to the distribution or use of the Microsoft .NET Library and/or the Software.

8. Supplier's obligations

8.1 The Supplier does not warrant:

(a) that the Customer's use of the Services will be uninterrupted or error-free;

(b) that the Services and/or the information obtained by the Customer through the Services will meet the Customer's requirements;

(d) that the Software or Services will comply with any Heightened Cybersecurity Requirements.

8.2 The Supplier is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

8.3 These Terms shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms.

8.4 The Supplier warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under these Terms.

9.	Customer's obligations
9.1	The Customer shall:
(a)	provide the Supplier with:
(i)	all necessary co-operation in relation to these Terms; and
(ii)	all necessary access to such information as may be required by the Supplier;
in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(b)	without affecting its other obligations under these Terms, comply with all applicable laws and regulations with respect to its activities under these Terms;
(c)	carry out all other Customer responsibilities set out in these Terms in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d)	ensure that the Authorized Users use the Services in accordance with the terms and conditions of these Terms and shall be responsible for any Authorized User's breach of these Terms;
(e)	obtain and shall maintain all necessary licenses, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under these Terms, including without limitation the Services;
(f)	ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
(g)	be, to the extent permitted by law and except as otherwise expressly provided in these Terms, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
9.2	The Customer shall not (and shall procure that its Authorized Users will not):
(a)	use the Services in a way that is, or for a purpose that is, illegal under any applicable laws;
(b)	use the Services in a manner which could reasonably foreseeably damage or impair, on a permanent or temporary basis, the hardware, software, connectivity, or service quality of the Supplier or its contractors (including, without limitation, through excessive server load), or with the intention or foreseeable outcome of accessing the Supplier’s or another customer’s confidential information;
(c)	except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms:
(i)	attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
(ii)	attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software except to the extent already provided in such form;
(d)	access all or any part of the Services in order to build a product or service which competes with the Services;
(e)	subject to clause 16.2, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorized Users;
(f)	attempt to obtain, or assist third parties in obtaining, access to the Services, other than as permitted under a subsisting User Subscription in favor of such Customer or third party (as applicable); or
(g)	introduce or permit the introduction of, any virus or vulnerability into the Supplier's network and information systems.
9.3	The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

10. Charges and payment

10.1 The Customer shall pay the Subscription Fees to the Supplier for the User Accounts in accordance with this clause 10 and the relevant Order Form.

10.2 All amounts and fees stated or referred to in these Terms:

(a) are, subject to clause 13.4(b), non-cancellable and non-refundable;

(b) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate.

10.3 The Customer shall provide, within 10 Business Days of request by the Supplier, any information reasonably required by the Customer for its or its affiliates’ tax, compliance, or similar purposes in any jurisdiction, including (a) the Customer’s VAT registration details or confirmation of no VAT registration, and (b) W8-BEN(-E) and FATCA forms.

11. Proprietary rights

11.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services. Nothing grants the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Services.

11.2 The Supplier confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, these Terms.

12. Confidentiality

12.1 Confidential Information means all confidential information (however recorded or preserved) disclosed by a the Customer (or its Authorized Users) to the Supplier, in the course of a Subscription, through or in connection with the Services, excluding any information that (at any time before, at the time of, or after such disclosure):

(a) is or becomes generally available to the public (other than as a result of its disclosure by the Supplier in breach of this clause); or

(b) was, is, or becomes available to the Supplier on a non-confidential basis.

12.2 The Supplier shall keep the Confidential Information secret and confidential and shall not:

(a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with these Terms; or

(b) disclose such Confidential Information in whole or in part to any third party, except as otherwise permitted by these Terms.

12.3 The Supplier shall use reasonable commercial efforts to safeguard all Confidential Information in a manner consistent with industry standards, and shall have and maintain internal written policies and processes regarding the categorization and safeguarding of customer information. Notwithstanding the foregoing and the remainder of this clause 12, the Supplier shall not be liable for any publication, breach, unauthorized access, or other disclosure of Confidential Information unless and only insofar as directly cause by the gross negligence or wilful default of the Supplier.

12.4 The Supplier may disclose Confidential Information to its affiliates and its and their officers, employees, workers, advisers, and contractors insofar as necessary or expedient for the provision of Services and/or compliance with its legal obligations (including its obligations to the Customer under these Terms).

13. Limitation of liability

13.1 The Customer shall indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services.

13.2 Except as expressly and specifically provided in these Terms:

(a) the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction;

(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms; and

13.3 Nothing in these Terms excludes the liability of the Supplier:

(a) for death or personal injury caused by the Supplier's negligence; or

(b) for fraud or fraudulent misrepresentation.

13.4 Subject to clause 13.2 and clause 13.3:

(a) the Supplier shall not be liable whether in tort (including for [negligence or] breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms; and

(b) the Supplier's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution, or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to the total Subscription Fees paid for the User Accounts during the 12 months immediately preceding the date on which the claim arose.

13.5 Nothing in these Terms excludes the liability of the Customer for any breach, infringement or misappropriation of the Supplier’s Intellectual Property Rights.

14. Term and termination

14.1 These terms shall apply to any Subscription as long as it is ongoing. Any Subscription shall, unless otherwise terminated as provided in this clause 14, apply for the duration of the relevant Subscription Term.

14.2 If the parties so agree in advance, a Subscription may be subject to automatic renewal, annually or with such other periodicity as specified in the relevant Order Form (such period being the "Renewal Period"), in which case:

(a) the Customer shall provide to the Supplier, and keep up-to-date valid credit card details and/or other relevant valid, up-to-date, and complete contact and billing details satisfactory to the Supplier to ensure the processing of periodic payments;

(b) the Customer hereby authorizes the Supplier to bill such credit card (or procure payment by such other mutually agreed method), on or around the start of (i) the initial Subscription Term, and (ii) subject to this clause 14.1, each subsequent Renewal Period; and

(i) either party notifies the other party of termination, in writing, at least 60 days (or, if less than 60 days, one Renewal Period) before the end of the then-current Subscription Term, in which case the Subscription shall terminate upon the expiry of that Subscription Term; or

(ii) it is otherwise terminated in accordance with the provisions of these Terms.

14.3 Without affecting any other right or remedy available to it, either party may terminate a Subscription with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under these Terms on the due date or reverses, charges-back, or otherwise reclaims any payment hereunder, or attempts to do so; or

(b) the other party commits a material breach of any other term of these Terms and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so.

14.4 On termination of a Subscription for any reason:

(a) all licenses granted thereunder shall immediately terminate, the Customer shall immediately cease all use of the Services, and the Supplier may deactivate or limit any login credentials provided in respect of the terminated Subscription(s);

(b) the Supplier may destroy or otherwise dispose of any of any corresponding Customer Data in its possession; and

(c) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination, shall not be affected or prejudiced.

15. Force majeure

Neither party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure result from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 3 months, the party not affected may terminate these Terms and the Subscriptions hereunder by giving 1 further month’s written notice to the affected party.

16. General

16.1 Formation. These Terms (as amended from time to time) govern all subscriptions for use of the Software and Services, and are accepted by a Customer by submission of an Order Form.

16.2 Assignment. The Customer shall not, without the prior written consent of the Supplier, assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms, including (without limitation) any Subscription, User Account, or Credentials. The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.

16.3 Rights cumulative. Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

16.4 Notices. Legal notices to the Supplier shall be made by email (deemed received when acknowledged, which the Supplier must promptly do upon actual receipt). Legal notices to the Customer may be made by email to the last known email address of the Customer (deemed received when sent), or other by post to the last known or registered address of the Customer (deemed received 48 hours after dispatch).

16.5 Third party rights. These Terms do not confer any rights on any person or party (other than the parties to these Terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act, Chapter 53B. No consent of any third party is required for amendment to these Terms.

16.6 No waiver. The Supplier reserves all of its rights under these Terms, and no waiver of any of its rights or remedies under these Terms, or by law, is effective unless given in writing, and in any event is not deemed given by virtue of delay or forbearance in exercise its rights. Any such waiver shall apply only to the circumstances for which it is given and shall not be deemed a waiver of any subsequent breach or default.

16.7 Amendment. The Supplier may vary these Terms without prior notice. In such circumstances, it shall update the Terms posted on the Web Site accordingly, and such updated Terms will govern their subject-matter and be binding upon the Customer with effect from the date stated at the beginning of them.

16.8 Governing law and jurisdiction. These Terms and any dispute or claim arising out of or in connection with them or their subject-matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of Singapore, and subject to the exclusive jurisdiction of the courts of Singapore.

17. History

Last updated: 4 June 2022

Appendix 1. SLA

This Appendix 1 applies to Software provided on a "software-as-a-service" basis through a remotely-hosted platform (the "Platform").

1. Service commitment

1.1 The Supplier shall use reasonable commercial efforts to maintain a monthly uptime of 99.95%.

1.2 ""Monthly Uptime"" means the percentage of minutes during a calendar month for which the Platform did not, when demanded, accepted and replied to valid data requests in accordance with its intended behavior. The Monthly Uptime shall be determined by the Supplier based on its system records and analyses, and shall include any downtime scheduled in advance and published on the Supplier's web site.

2. Consequences of breach

2.1 If the Supplier fails to comply with its service commitment under paragraph 1 above, it shall, on demand by an affected Client, extend service credits representing the Client's monthly subscription cost multiplied by the percentage of Monthly Uptime falling below that service commitment, for the relevant month.

2.2 Service credits shall be credited to the Client's subsequent subscription renewal costs as follows for the same Platform or, with the agreement of the Supplier, another product offered by it. In the event that the service credits exceed the amount payable by the Client under any such renewal, the excess shall be rolled-forward until utilized by a subsequent subscription renewal fee. Service credits shall not be convertible to cash.

3. Query handling

3.1 The Supplier should have and maintain at least one channel by which customers may make contact to seek assistance or report issues.

3.2 Support is not contracted as part of the Subscription and is extended on a goodwill basis. The Supplier shall aim, on a non-binding basis, to respond in a reasonable timeframe (taking into account all the circumstances) and to work towards a satisfactory resolution to Customer enquiries.

Maximon legal drafting tools

1. Introduction

• This license agreement sets out the terms on which a license is extended for the Client’s use of the Software (as such terms are defined below). Grant of such license is conditional upon acceptance of these terms.

• The Supplier has made reasonable endeavors to identify and remedy errors, but does not guarantee the stability or availability of the Software.

• A license fee may apply for the Software according to the subscription terms.

• Considering the intended usage in a legal context, information security has formed part of the design. For this reason, the Software is designed: (a) not to make persistent copies of the documents independently of the user (however, shadow files may be saved temporarily then deleted in normal operation, and configuration settings will be saved persistently); and (b) not to connect to third-party online services independently of the user.

2. Definitions

"Affiliates" means, in respect of an entity, any natural or legal person that controls, is controlled by, or is under common control with, such entity.

"Agreement" means this license agreement.

"Client" means an undertaking which (through its employees, officers, or representatives) makes use of the Software, or any natural person that makes use of the Software.

"Software" means the "Maximon legal drafting tools" as made available or updated from time to time by the Supplier.

"Subscription" means the subscription (whether paid, pilot programme, or otherwise) agreed by the Client as the basis for its use of the Software.

"Supplier" means Maximon Ltd., a limited liability company incorporated in Colorado, USA.

"Term" means the term of the Agreement as set out in clause 7 below.

3. License

3.1 During the Term and subject to the terms of this Agreement, including Appendix 1 (SLA), the Supplier hereby grants to the Client (for use by it or its employees, officers, or representatives) a limited, non-exclusive, non-transferable, non-sublicensable right to store and use the Software for up to the number of users or devices agreed in writing between the parties, and solely for Client’s internal business purposes.

3.2 Where the Software is made available on the basis of a "pilot programme", the mutual intention of the Client and Supplier shall be that the Software continues to be tested, refined, and corrected of defects on an ongoing basis. Pilot programme users may experience features or functionality not yet made available to paying users ("Beta Features"), and (without prejudice to the generality of clauses 3.5 and 6 below) the Supplier cannot guarantee, and indeed expects, that such Beta Features may exhibit errors from time to time.

3.3 The intention of the Supplier in licensing the Software under the “pilot programme” is to test the Software in an active business context and develop corrections and improvements based on Clients’ feedback. This process relies on the Client’s good faith in providing periodic feedback about the user experience, suggestions for improvements and features, and reporting of any overt errors or unexpected behaviors; provided that, for the avoidance of doubt, this Agreement does not create a binding obligation upon the Client to provide such feedback.

3.4 Where the Software is made available on a paid subscription basis, the Client shall pay such fees as are pre-agreed between the Client and Supplier. This may include a fixed minimum term of subscription (under which, notwithstanding any earlier termination at the Client’s election or in case of breach by the Client, the Client shall be liable to pay the subscription fees applicable for at least that minimum term), renewal terms which may include inflationary or other increases, user caps, or other commercially agreed qualifications.

3.5 The Supplier has used reasonable endeavors to ensure that the Software contains minimal defects and is unlikely to cause material damage (including, without limitation, damage to data, system-wide functional instability, or information security risks). However, except as set out herein, the Supplier gives no representations or warranties of any kind (and hereby disclaims any warranties otherwise given or implied) with respect to the Software or its availability, functionality, performance, or results of use. Without limiting the foregoing, except as specifically set forth in this Agreement, the Supplier disclaims any warranty: (a) that the Software, its operations, or data produced or manipulated through it, are or will be accurate, error-free or uninterrupted; or (b) as to the Software’s non-infringement, merchantability, or fitness for any particular purpose or arising by usage of trade, course of dealing or course of performance.

4. Intellectual property rights and ownership

4.1 No right, title or interest in any intellectual property right transfers to the other party, except for the limited rights stated in the Agreement.

4.2 Insofar as the Client provides the Supplier with any suggestions, enhancement requests, or other feedback about the Software or related technology (whether pursuant to these terms or otherwise), the Supplier may retain, use, and/or implement such feedback without any restriction or payment in favor of the Client.

4.3 The Client may not: (a) copy, disassemble, reverse engineer, or decompile the Software in whole or part, or otherwise attempt to derive any source code, intermediate code, or underlying ideas, algorithms, structure or organization from the Software; (b) modify, create derivative works based upon, or translate, the Software in whole or part; (c) license, sell, rent, lease, transfer, grant any rights in, or commercially exploit the Software in any form to any other person; (e) use the Software in order to (i) build a competitive product or service, or (ii) copy any features, functions or graphics of the Software. The Client grants to the Supplier all intellectual property and other rights subsisting in any works developed in breach of this clause. The Client and Supplier agrees that due consideration has been provided by the Supplier to the Client, and the Supplier can enforce any breach of this clause.

4.4 The Client agrees that, save as conferred by the license hereunder, it has no intellectual proprietary interest in the Software (nor entitlement to proceeds thereof nor other related claims in contract, quasi-contract, tort, or otherwise) for any reason, including (without limitation) in connection with any feedback or bug reports provided, any information shared, or any extrinsic relationship of services, service, or otherwise; and the Client hereby assigns to the Supplier (prospectively, retrospectively, or concurrently, as the case may be) any such interest or entitlement that may exist by time to time by operation of law or otherwise and indemnifies and holds the Supplier harmless therefor.

4.5 The Software depends on third-party software components (the "Libraries") which are redistributed with the Software in accordance with the Libraries' applicable license terms. The Libraries, and their license terms, are identified in the 'about' section of the Software. The Microsoft .NET Library is distributed under the Microsoft Software License Terms published at https://dotnet.microsoft.com/en/dotnet_library_license.htm, and the Client agrees to protect the Distributable Code (as defined in the Microsoft Software License Terms) to the same extent as stipulated under the Microsoft Software License Terms, and to indemnify Microsoft and Maximon Ltd. from any claims, including attorneys' fees, related to the distribution or use of the Microsoft .NET Library and/or the Software.

5. Confidentiality

5.1 "Confidential Information" means any and all tangible and intangible information (whether written or otherwise recorded or oral) of a party that: (a) derives, for the disclosure party, actual or potential independent economic value from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; or (b) the disclosing party designates as confidential or, given the nature of the information or the context of its disclosure, would reasonably be considered confidential; or (c) otherwise has a quality of confidentiality under applicable mandatory law.

5.2 Each party shall maintain in confidence all Confidential Information furnished to it hereunder and only use such Confidential Information in furtherance of the activities contemplated by this Agreement, and, except as authorized in this Agreement, shall not disclose the Confidential Information to any other persons without the disclosing party’s prior written consent. Each party will use at least the same standard of care as it uses to protect its own confidential information of similar nature to protect the confidentiality of the Confidential Information of the other party, and in no event less than reasonable care.

5.3 A receiving party may disclose Confidential Information of the disclosing party as required to comply with mandatory requirements of applicable law, competent courts, or governmental entities that having jurisdiction over it; provided that the receiving party shall: (a) give the disclosing party reasonable written notice, if permissible, to allow it to seek a protective order or other appropriate remedy; (b) disclose only such information as is mandatorily required; and (c) use reasonable efforts to procure confidential treatment for such disclosure.

5.4 Except as set forth otherwise in the specific provisions, upon termination of this Agreement, if a disclosing party so requests, the receiving party shall return promptly all copies, extracts, or other reproductions in whole or in part of the Confidential Information in its possession.

5.5 The parties agree that this clause 5 will survive the expiration, termination, or cancellation of this Agreement for a period of three years, without prejudice to any longer term of confidentiality, business secrecy, or similar imputed under mandatory applicable law. At the expiry of such period, each party shall return or destroy the Confidential Information of the other party; provided that (subject to clause 7.3) a party may retain Confidential Information insofar as necessary for legal, regulatory, or audit purposes, or where it is not technically or practically feasible to return or destroy it (for example, where stored on tape archives), provided that such Confidential Information continues to kept confidential as if this clause 5 continued to apply thereto, for the full duration of its retention.

6. Liability

6.1 The Supplier makes no representation or warranty about the Software, including any representation that the Software will be available uninterrupted or be error-free. To the fullest extent permitted under applicable law, the Supplier disclaims any implied or statutory warranty, including any implied warranty of title, non-infringement, merchantability or fitness for a particular purpose.

6.2 The Supplier will defend and indemnify the Client, its Affiliates, and their respective directors from and against all third party claims to the extent resulting from or alleged to have resulted from (a) the Software’s infringement of a third party’s intellectual property right; or (b) the Supplier’s material breach of the Agreement.

6.3 The Client will defend and indemnify the Supplier, its Affiliates, and their respective directors from and against all third party claims to the extent resulting from or alleged to have resulted from the Client’s breach of the Agreement or use of the Software.

6.4 Subject to clause 6.5 below, to the fullest extent permitted by law, neither party, including its respective Affiliates, will be liable to the other in connection with the Agreement for lost profits or lost business opportunities, loss of data, or any indirect, incidental, consequential, special or punitive damages. The Client will be liable for confidentiality or personal data breaches that result from its negligence, intentional misconduct, or fraud.

6.5 The limitations of liability stated above do not apply to a party’s liability for fraud, gross negligence or intentional misconduct; liability for death or personal injury; or violation of the other party’s intellectual property rights.

7. Term and termination; amendment

7.1 Where Software is licensed on a paid subscription basis, this Agreement shall remain in force for the duration of the subscription term (including any renewals thereof).

7.2 Where Software is licensed on a pilot programme basis: (a) this Agreement shall remain in force indefinitely, provided that either party may terminate this Agreement, with or without cause, at any time on 5 business days’ written notice to the other party; and (b) the Supplier may terminate the pilot programme (and this license granted thereunder) at any time by posting notice on the "pilot programme portal" of its web site (currently www.maximon.ltd/pilot), without any obligation to individually notify the Client.

7.3 Upon the termination of the Agreement, the Client agrees to permanently delete all Software and related code from any machine, server or electronic or manual archives and back-ups.

7.4 In addition, the Supplier may at any time amend or vary any of these terms and conditions, or the operation or use of any Software, by updating the terms of use as published on this web page. The Client may ascertain whether a change has taken place by referring to the "last updated" date shown at the beginning of it.

8. Personal data protection

8.1 Personal data will be processed in accordance with the data protection notices set out at https://www.maximon.ltd/legal_privacy.php, which are incorporated herein by reference (the "Privacy Notices"). Those Privacy Notices may be updated from time to time in accordance with clause 7.4 above (read mutatis mutandis to refer to the Privacy Notices).

8.2 The Client undertakes that any third-party personal data transmitted directly or indirectly to the Supplier shall be ancillary in nature and the Client shall remain the responsible "data controller" within the meaning of applicable data protection laws.

9. Governing law and dispute resolution

9.1 The construction, validity and performance hereof shall be governed by and construed in accordance with the laws of England and Wales.

9.2 If any dispute or claim arises out of or in connection this Agreement, its subject matter or its formation (including non-contractual disputes or claims), then either party may, by written notice to the other, require a 60-day period of negotiation with the intention of resolving the dispute or claim amicably. Negotiations shall take place by correspondence or, if both parties agree, by other means. If any dispute or claim cannot be resolved within such period (or such longer period as the parties agree), then it shall be subject to the exclusive jurisdiction of the courts of England and Wales.

10. History

Last updated: 4 June 2022

Appendix 1. SLA

This Appendix 1 applies to Software provided on a "software-as-a-service" basis through a remotely-hosted platform (the "Platform").

1. Service commitment

1.1 The Supplier shall use reasonable commercial efforts to maintain a monthly uptime of 99.95%.

1.2 "Monthly Uptime" means the percentage of minutes during a calendar month for which the Platform did not, when demanded, accepted and replied to valid data requests in accordance with its intended behavior. The Monthly Uptime shall be determined by the Supplier based on its system records and analyses, and shall include any downtime scheduled in advance and published on the Supplier's web site.

2. Consequences of breach

Web site terms

Web site terms of use are published at https://www.maximon.ltd/?!=legal.

Privacy and cookie notices are published at https://www.maximon.ltd/?!=legal_privacy.