Master Subscription Agreement Def

5.2. Invoicing and payment. We will charge you at the beginning of an initial subscription period and before the end of your respective subscription period or otherwise in accordance with the terms and conditions set out on the corresponding order form. Unless otherwise stated, the fees charged are due net fourteen (14) days from the date of invoice. You are responsible for providing us with complete and accurate billing and contact information and for promptly notifying us of any changes to such information, including, but not limited to, your obligation to promptly report performance issues or issues that negatively affect your satisfaction with the Services so that we can attempt to resolve them. For the avoidance of doubt, if you fail to notify us of a service-related issue within five days of the problem occurring, that issue cannot be relied upon as a cause for termination of this Agreement for cause. In the event that payment is made through a third party, you shall indemnify and hold us harmless from and against all losses, damages, costs and expenses incurred or incurred by us as a result of any failure to pay by the third party provider in accordance with the terms of the order form or as otherwise set forth in this Agreement. You further authorize us to use a third party to process payments and consent to the disclosure of your payment information to that third party. You agree that the Zendesk Group and the third-party service providers used by the Zendesk Group to help you provide the Services to you have the right to access your account and to use, reproduce, distribute, and display your agents` personal data to the extent necessary to provide, secure, or improve the Services. Third parties used by the Zendesk Group will only have access to your account if reasonably necessary to provide the Services and are subject to (a) commercially reasonable confidentiality obligations that substantially comply with the standards described in Section 5; and (b) such third party`s consent to comply with the data transfer restrictions applicable to personal data in the Service Data, as set forth in Section 7.

Your use of the Services constitutes your acceptance of these Terms. It applies between you and us from the date you sign a purchase order or begin using the Services, whichever comes first. CONSENSUS makes commercially reasonable efforts to maintain the availability of hosted services 99.9% of the time. At the request of a Customer, for any unavailability greater than 0.1%, CONSENSUS will renew the renewal date of the CUSTOMER`s subscription for a period equal to 10 times (ten times) of the downtime, with a minimum of one working day. Downtime is measured over a calendar month and is based on the CUSTOMER`s total downtime. The unavailability is deemed to have occurred from the time the unavailability is reported to CONSENSUS until the consensus confirms that the relevant hosted services are available for the transmission and reception of data. Each Subscription Order and this Agreement constitute the entire agreement between the parties with respect to a particular Subscription Order. In the event of any inconsistency or inconsistency between the terms of this Agreement and the terms of a Subscription Order, the terms of this Agreement shall prevail over the subject matter of such inconsistency. “Services” means products and services that you have ordered as part of a free trial, subscription or order form and that we make available online via the customer login link on www.passagetech.com and/or other websites designated by us. This includes software that contains object code versions of the Product, as well as updates, upgrades, modifications or enhancements owned by Passage Technology and made available to you in accordance with this Agreement.

This includes all consulting services included in an order form, as well as our software documentation and associated release notes and other support content. 2.1. Access. Upon proper performance of this Agreement and payment of subscriptions, if necessary, we hereby grant you the non-exclusive right to access our Services provided to you in accordance with this Agreement. You may only access our Services for your own internal business purposes, and all rights not expressly granted to you are hereby reserved to us. Except as otherwise provided in this Agreement, you may not rent, share, or transfer your access to our Services. You agree to use the Services and any Documentation only in a manner that complies with all applicable laws in the jurisdictions in which you use the Services and Documentation, including, but not limited to, applicable copyright and other intellectual property rights restrictions. 11.1. Term and Extension.

The initial duration of the subscription will be specified in an order and, unless otherwise specified in an order, subscriptions will automatically renew for the shorter part of the subscription term or one year, unless one of the parties gives the other party written notice (acceptable email) at least 30 days before the end of the relevant subscription period. Unless expressly stated in the applicable purchase order, promotional or single-price subscriptions will be renewed at The BigMarker List Price in effect at the time of such renewal. Notwithstanding anything to the contrary, any renewal in which the subscription volume or subscription term of the Offerings has been reduced from the previous term will result in a reassessment of the renewal regardless of the unit prices of the previous term. 10.3. Termination. If you purchase a subscription to our purchased Services, we may terminate this Agreement without cause as long as you are notified in writing at least thirty days before the scheduled termination date (“Termination without Cause”). If you use a free trial or free edition of our Services, we may suspend, restrict or cancel the Free Trial/Free Edition subscription of our Services at any time and without notice for any reason. You may terminate this Agreement only as follows: (i) if we are subject to bankruptcy or other proceedings related to bankruptcy, receivership, liquidation or assignment in favour of creditors, or (ii) at any time after the date of purchase of your Subscription Term, as long as you purchase the appropriate “Cancel at Any Time” Service Upgrade that allows you to terminate this Agreement at any time (“Termination for Cause by You”). .