Standard Services Contract

CluedIn Standard Services Contract

This CluedIn Standard Service Contract (“Agreement”) is between the Customer (“you” or “Customer”) and
the CluedIn entity (“Company”) on the Order Form and governs the provision of the services described in
any Statements of Work (“Services”) in which it is referred

  1. Company will deliver the Services in a professional and workmanlike manner using reasonable efforts to deliver any objective or deliverable set out in the Statement of Work.
  2. Unless otherwise agreed in the Statement of Work, any deliverable shall be deemed accepted unless rejected within five working of days of delivery.
  3. Unless otherwise agreed in the Statement of Work, upon payment of all applicable fees all intellectual property rights in the delivered Services are the exclusive property of Customer. Company is granted an irrevocable unlimited licence to use, distribute and sub-licence the intellectual property in the delivered Services for the purposes of further developing its products and services.
  4. Any feedback about the Company’s products or services provided to Company during the Services is given voluntarily and Company is entitled, but not obligated, to incorporate, modify, distribute, and commercialise the feedback as part of its products.

To the extent the parties exchange any personal data (as defined by applicable law) during the provision of the Services, the parties will abide by the applicable requirements of European Union or UK data protection law regarding the collection, use, transfer, retention, and other processing of that data from the European Union or the UK. All transfers of personal data out of the European Union or the UK will be governed by the applicable Standard Contractual Clauses. Company will at all times comply with the provisions of its data protection policy.

  1. “Confidential Information” is non-public information that is designated “confidential” or that a reasonable person should understand is confidential, including, but not limited to, Customer data. Confidential Information does not include information that: (1) becomes publicly available without a breach of a confidentiality obligation; (2) the receiving party received lawfully from another source without a confidentiality obligation; (3) is independently developed; or (4) is a comment or suggestion volunteered about the other party’s business, products or services.
  2. Each party will take reasonable steps to protect the other’s Confidential Information and will use the other party’s Confidential Information only for purposes of the parties’ business relationship. Neither party will disclose Confidential Information to third parties, except to its representatives, advisers and contractors, each only on a need-to-know basis under nondisclosure obligations at least as protective as this Agreement. Each party remains responsible for the use of Confidential Information by its representatives, advisers and contractors and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party.
  3. A party may disclose the other’s Confidential Information if required by law, but only after it notifies the other party (if legally permissible) to enable the other party to seek a protective Statement of Work.
  4. These confidentiality obligations apply: (1) for Customer data, until it is deleted by Company; and (2) for all other Confidential Information, for a period of five years after a party receives the Confidential Information.

Company continuously represents and warrants that:

  1. it has full rights and authority to enter into, perform under, and grant the rights in, this Agreement;
  2. its performance will not violate any agreement or obligation between it and any third party;

Disclaimer. Except as expressly stated in this Agreement, the Services are provided as is. Company disclaims any and all other warranties (express, implied or statutory, or otherwise) including of merchantability or fitness for a particular purpose, howsoever arising. Company is not liable for any use of the Services independent from and without a valid licence to Company’s products.

Company will defend Customer from and against any and all third party claims alleging that the use of the Services as provided under the Agreement infringes or misappropriates a third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer for all reasonable attorney’s fees incurred and damages and other costs finally awarded against Customer in connection with or as a result of such a Claim Against Customer; provided, however, that the Company has no liability if a Claim Against Customer   arises from: (1) Customer data; and (2) any modification, combination or development of the Services that is not performed or authorised in writing by Company. Customer must provide Company with prompt written notice of any Claim Against Customer and allow Company the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Company’s defense and settlement of such matter. This section states Company sole liability with respect to, and Customer’s exclusive remedy against Company for, any Claim Against Customer.

Each party’s maximum, aggregate liability to the other under this Agreement is limited to direct damages finally awarded in an amount not to exceed the amounts Customer was required to pay for the Services giving rise to the liability, subject to the following:

  1. Exclusions.
    In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, or loss of use, loss of profits, or interruption of business, however caused or on any theory of liability. Company’s sole obligation in the event Customer rejects a deliverable or an objective is not achieved, at Company’s discretion, is to re-perform the applicable Services or to provide Customer with a pro-rata refund for any fees paid for the applicable Services.

  2. Exceptions.
    No limitation or exclusions will apply to liability arising out of either party’s: (1) defense and indemnity obligations in Clause V or; (2) violation of the other party’s intellectual property rights.

Customer’s pricing and payment terms are set forth in the applicable Statement of Work.

This Agreement is effective until terminated by a party, as described below. The term for each Statement of Work will be set forth therein. Unless otherwise set forth in a Statement of Work, either party may terminate this Agreement or any Statement of Work without cause on 60 days’ notice or immediately on notice if (i) the other party materially breaches the Agreement; or (ii) the other party becomes Insolvent. Upon such termination, all amounts due under any unpaid invoices will become due and payable immediately.
  1. Survival.
    The terms of this Agreement that are likely to require performance or have application to events that may occur, after the termination or expiration of this Agreement will survive termination or expiration.

  2. Notices.
    Notices must be in writing and sent to the respective address stated in the Order Form to which the applicable Statement of Work is attached.

  3. Force Majeure.
    Either Party may delay complying with the terms and conditions of this Agreement (except payment) to the extent prevented by third party causes beyond their reasonable control.

  4. Order of Priority.
    To the extent of any conflict between these terms and conditions and those of the Order Form or Statement of Work, these terms and conditions take priority.

  5. Applicable law.
    If you are in the European Union, the laws and jurisdiction of the Kingdom of Denmark govern this Agreement. If you are outside the European Union, the laws of England & Wales apply

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