9. General Terms and Conditions


(Issued November 5, 2023)

Thanks for joining Ociusx Digital Solutions

These Terms of Service along with any other terms and policies referenced herein, and are incorporated herein by reference and form an integral part hereof, as amended from time to time (these “Terms”)  constitute a legally binding agreement as of the Effective Date (as defined below), governing your access to, and the use of OciusX Digital Solutions and any related website owned or operated by OciusX Digital solutions, and the use of, and registration with, OciusX Services through the Site or through any other means. These Terms are between OciusX Digital Solutions AB.  Gävlegatan 16 / PO Box 6019, 10231 Stockholm (Sweden), registered with the Swedish Business Register under number 559211-1818, (hereinafter: “Supplier”) and you, either individually, or on behalf of your employer or any  other entity which you represent (“you” or “your”).  In case you represent your employer or another entity,  you hereby represent that (i) you have full legal authority to bind your employer or such entity (as  applicable) to these Terms; and (ii) after reading and understanding these Terms, you agree to these  Terms on behalf of your employer or the respective entity (as applicable), and these Terms shall bind  your employer or such entity (as the case may be). PLEASE NOTE THAT YOU ARE DEEMED AS AN  AUTHORIZED REPRESENTATIVE OF YOUR EMPLOYER OR AN ENTITY (AS APPLICABLE): (I) IF YOU  ARE USING YOUR EMPLOYER OR AN ENTITY’S EMAIL ADDRESS IN REGISTERING INTO THE  SERVICE; AND (II) IF YOU ARE AN ADMIN (AS DEFINED BELOW).



1.      Definitions

“OciusX Digital Solutions Technology” means all of OciusX Digital Solutions’ proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs, and other tangible or intangible technical material or information) made available to Customer by OciusX Digital Solutions in providing the Service.

“Agreement” shall mean, unless otherwise specifically provided for, the Contract including the Appendix and these General Terms and any other appendices.

“Basic Support” means OciusX Digital Solutions’ basic support and maintenance service which is included in the Fee.

“Consultancy Services” means OciusX Digital Solutions’ professional services, such as consultancy services, workshops or user training.

“Content” means the audio and visual information, documents, software, products, and services contained or made available by OciusX Digital Solutions to Customer in the course of using the Service.

“Contract” means these terms, entered by the parties by which Customer order one or more Services from OciusX Digital Solutions. The Contract can be a Software as a Service, Frame or Supply Agreement or a tender, offering or purchase order, submitted by Customer and signed or otherwise accepted by OciusX Digital Solutions.

“Customer” means a company, entity or person entering into an agreement with OciusX Digital Solutions regarding purchase of Services, including its Users if applicable. Customer may be

extended to the whole or parts of the Customer\s group of companies by agreement in the Contract.

“Customer Data” means any data, information, or material provided or submitted by Customer to a Service in the course of using the Service.

“Delivery Date” means the day a Service is considered delivered and accepted by the Customer. If not otherwise agreed, the Service shall be considered delivered and accepted by Customer when the Service was made available from OciusX Digital Solutions.

“Enabling Software” means any program or associated material, such as a so called client, made available to Customer as part of the Services.

“Intellectual Property Rights” means any unpatented inventions, patent applications, patents, design rights, copy-rights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

“License Term” means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Contract, i.e. the Initial Period and any Renewal Periods, as defined in Section 14 below.

“Results” mean the results that a Service generates after/when processing the Customer Data.

“Service(s)” means the specific editions of OciusX Digital Solutions’ services or products, such as OciusX Digital Solutions Software, that are offered as a cloud/web or hosted service, accessible via http://www.ociusx.com/ or another designated website or IP address, or ancillary online or offline products and services provided to Customer by OciusX Digital Solutions, to which Customer is being granted access under the Agreement.

“Fees” means the applicable charges and service fee to be paid by Customer for each OciusX Digital Solutions Service, Support or Consultancy Services.

“Updates” all enhancements, modifications, variations, revisions, updates, supplements, add-on components, and replacements for the Services that OciusX Digital Solutions may provide or make available for the Services.

“User(s)” means Customer employees, representatives, consultants, contractors, or agents who are authorized to use the Service and have been supplied user name or other user identifications and passwords by Customer (or by OciusX Digital Solutions at Customer’s request).

2.      License Grant and Restrictions

2.1    OciusX Digital Solutions hereby grants Customer a nonexclusive, nontransferable, worldwide right to use the Service, solely for Customer own internal business purposes, subject to the terms and conditions of the Agreement. All rights not expressly granted to Customer are reserved by OciusX Digital Solutions and its licensors.

2.2    Customer may not access the Service if Customer is a direct competitor of OciusX Digital Solutions, except with OciusX Digital Solutions’ prior written consent. In addition, Custom may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

2.3    Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Service or the Content in any way;

(ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.

2.4    Customer, as defined in the Contract, may use the Service only for Customer’s internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

3.      Account Registration and Administration.

To register to the Service for the first time, you shall signup using one of our site forms. By creating an account (“Account”) and registering to the Service you become, either  individually or on behalf of your employer or any entity, on behalf of whom you created the Account, a  OciusX Digital Solutions customer (the “Customer”). The first user of the Account is automatically assigned as the  Account administrator (the “Admin”).

3.1. Account Admins and Foremans. The Admin(s) and Foremans of an Account are, severally and jointly, deemed as the authorized  representatives of the Customer, and any decision or action made by any Admin, is deemed as a  decision or action of Customer. An Admin and Foreman may assign or add other members of the Account as Admins,  which possess important privileges and controls over the use of the Service and the Account, including,  without limitation: (i) control your (and other Users) use of the Account; (ii) purchase, upgrade or  downgrade the Service; (ii) create, monitor or modify Users’ actions and permissions; (iii) manage the access to, control, remove, share posts or otherwise change, all or part of the Customer Data (as defined  below); and (iv) integrate or disable integration with Third Party Services.

3.2 Other Users. There are several types of Account users, such as subcontractors and customer accounts, viewers and team  members, all of whom are defined within the Service and referred to herein as “Authorized Users”, and  collectively with the Admin, the “Users”. The features and functionalities available to the Users are  determined by the respective subscription plan governing such Account, and the privileges of each such  Authorized User are assigned and determined by the Account Admin(s) and Foreman(s).

3.3. Responsibility for Authorized Users. Customer is solely liable and responsible for understanding  the settings, privileges and controls for the Service and for controlling whom Customer permits to  become a User and what are the settings and privileges for such User, including without limitation, the  right for a User to invite other Users (either paid or unpaid), the right to incur charges on the Account,  the right to access, modify or share project information, etc. Customer is responsible for the activities of all of its Users, including Order Forms they may place and how Users use the Customer Data, even if those Users are not from Customer’s organization. Further, Customer acknowledges that any action taken by a User of Customer’s Account, is deemed by us as an authorized action by Customer, hence Customer shall have no claim in this regard.

4.      The Services and Updates

4.1    The content of each Service, limitations of the Service and the types of Results generated by the Service, are described in the applicable service descriptions and help documentation available on OciusX Digital Solutions’ website or otherwise provided by OciusX Digital Solutions. OciusX Digital Solutions may at its sole discretion modify the features of the Services from time to time without prior notice.

4.2    OciusX Digital Solutions’ Services are offered based on an assumption of 99 % average availability, based on an annual Service time of 24/365. The availability assumption does not cover downtime caused by planned maintenance windows, disturbance in availability caused by Customer or by force majeure events as described in Section 16.9 below.

4.3    The Service is dependent on the processing of Customer Data. Such data shall be provided by Customer.

4.4    Any Enabling Software may only be used for accessing or using the OciusX Digital Solutions’ Service, and may be subject to an applicable license agreement. Should Customer’s access to the OciusX Digital Solutions Service be terminated, Customer’s use of the Enabling Software will also be terminated. Customer must remove all Enabling Software from their systems and destroy all copies.

4.5    These General Terms apply to all Updates, subject to any additional terms that may be provided by OciusX Digital Solutions applicable to such Updates. OciusX Digital Solutions has no obligation to, and nothing in these General Terms may be construed to require OciusX Digital

Solutions to, create, provide, or install Updates. Customer must install any Updates provided by OciusX Digital Solutions, such as updated Enabling Software.

5.      General Customer Responsibilities

5.1    Customer is responsible for all activity occurring under Customer’s User accounts and shall abide by all applicable local, state, national, and foreign, laws, treaties and regulations in connection with Customer’s use of any Service, including those related to data privacy, international communications, and the transmission of technical or personal data. Customer shall: (i) notify OciusX Digital Solutions immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to OciusX Digital Solutions immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by Customer or Customer Users; and (iii) not impersonate another OciusX Digital Solutions user or provide false identity information to gain access to or use the Service.

5.2    In order to ensure a successful test and implementation of the Service and transfer and or migration of Customer Data from Customer existing system, it is important that Customer’s key personnel are engaged as soon as possible and involved as appropriate in the workshop. Furthermore, it is important that necessary IT and business personnel are available when the installation of and training on the Services are done. It is important that the technical environment is prepared in accordance with the technical requirements for the Service.

5.3    API Use. We may offer an application programming interface that provides additional ways to  access and use the Service (“API“). Such API is considered a part of the Service, and its use is subject to all these Terms. You may only access and  use our API for Customer’s internal business purposes, in order to create interoperability and integration  between the Service and other products, services or systems you and/or Customer use internally. When using the API you should follow our relevant developer guidelines. We reserve the right at any time to  modify or discontinue, temporarily or permanently, your and/or Customer’s access to the API (or any part of it) with or without notice. The API is subject to changes and modifications, and you are solely  responsible to ensure that your use of the API is compatible with the current version.

6.      Third Party Services

6.1    Third Party Services. The Service enables you to engage and procure certain third party services,  products, apps and tools in connection with the Service, including, without limitation, third party  applications and widgets offered via our integrations offering or which you decide to connect through  our API, as part of the Service (collectively, “Third Party Services”).

6.2    Independent Relationship. You acknowledge and agree that regardless of the manner in which  such Third Party Services may be offered to you, we merely act as an intermediary platform between  you and such Third Party Services, and we do not, in any way, endorse any such Third Party Services,  or shall be in any way responsible or liable with respect to any such Third Party Services. Your  relationship with such Third Party Services and any terms governing your payment for, and use of, such  Third Party Services, including without limitation, the collection, processing and use of your data by such  Third Party Services, are subject to a separate contractual arrangement between you and the provider  of a Third Party Service (the “Third Party Agreement”). We are not a party to, or responsible, in any  manner, for the compliance by you or by the provider of the Third Party Service with the Third Party  Agreement.

6.3    Integration with a Third Party Service and your Customer Data. Through the Service you and any  other Authorized User within the Account, may enable an integration of your Account, including, boards  within your Account (or a portion thereof), with Third Party Services, which will allow an exchange,  transmission, modification or removal of data between us and the Third Party Service, including without  limitation, the Customer Data, the scope of which is determined by the applicable actions set by such  integration. You hereby acknowledge that any access, collection, transmission, processing, storage or  any other use of data, including the Customer Data, by a Third Party Service, is governed by the Third  Party Agreement, including any applicable privacy policy, and supplier is not responsible for any  access, collection, transmission, processing, storage or any other use of data, including the Customer  Data, by the Third Party Service or for such Third Party Service privacy and security actions, inactions  or general practices. By integrating and/or using the Third Party Services, you acknowledge and agree  that: (a) you are solely responsible for your compliance with applicable privacy restrictions, laws and  regulations, including your use of the Third Party Service and other data activities you may conduct or  may permit third parties, including the Third Party Service, to conduct; (b) the activities and use of the  data by you and any other Users within the Account, may result in a modification and/or removal of data,  either in the Account (i.e. Customer Data) and in the integrated Third Party Service. We shall have no  obligation of any kind, for any such modification and/or removal of data, either in the Account with us  and/or the integrated Third Party Service.

6.4    Use Conditions and Limitations. Both OciusX and a Third Party Service may impose, each  at its sole discretion, additional conditions or limitations on your access and use of certain Third Party  Services, including without limitation, imposing a limited quota on the number of actions or other uses  (as the case may be). Such additional conditions or limitations shall be indicated wherever relevant  within the Service or the Third Party Service or otherwise notified to you or to any other relevant User of  the Account.

6.5    Discontinuation of a Third Party Service. Each of OciusX and the Third Party Service  reserves the right to discontinue the use or suspend the availability of any Third Party Service, for any  reason and with no obligation to provide any explanation or notice. Such discontinuation may result in  the inability to utilize certain features and actions of the Third Party Service along with our Service.

7.      Subscription Term, Renewal and Fees Payment.

7.1    Order Form. Our order form may be completed and placed in various ways, among which, an  online form or in-product screens or any other mutually agreed upon offline form delivered by Customer  or any of the other Users to OciusX Digital Solutions AB, including via mail, email or any other electronic or physical  delivery mechanism (the “Order Form”). Such Order Form will list, at the least, the Service ordered,  subscription plan, term and the associated fees.

7.2    Subscription Term. The Service is provided on a subscription basis for the term specified in your  Order Form, in accordance with the respective subscription plan purchased under such Order Form  (the “Subscription Term” and the “Subscription Plan”, respectively, and collectively the “Subscription”).

7.3    Subscription Fees. In consideration for the provision of the Service (except for Trial Service), Customer shall pay us the applicable fees per the purchased Subscription, as set forth in the applicable Order Form (the “Subscription Fees”). Unless indicated otherwise, Subscription Fees are stated in US dollars. Customer hereby authorizes us, either directly or through our payment processing service or our affiliates, to charge such Subscription Fees via Customer’s selected payment method, upon due date. Unless expressly set forth herein, the Subscription Fees are non-cancelable and non-refundable. We reserve the right to change the Subscription Fees at any time, upon notice to Customer if such change may affect Customer’s existing subscriptions upon renewal. In the event of failure to collect the Fees owed by Customer, we may, at our sole discretion (but shall not be obligated to) retry to collect at a later time, and/or suspend or cancel the Account, without notice.

7.4    Taxes. The Subscription Fees are exclusive of any and all taxes (including without limitation, value added tax, sales tax, use tax, excise, goods and services tax, etc.), levies, or duties, which may be  imposed in respect of these Terms and the purchase or sale, of the Service hereunder (the “Taxes”),  except for Taxes imposed on our income. If Customer is located in a jurisdiction which requires  Customer to deduct or withhold Taxes or other amounts from any amounts due to us, please notify us,  in writing, promptly and we shall join efforts to avoid any such Tax withholding, provided, however, that in any case, Customer shall bear the sole responsibility and liability to pay such Tax and such Tax should  be deemed as being added on top of the Subscription Fees, payable by Customer.

7.5    Subscription Upgrade. During the Subscription Term, Customer may upgrade its Subscription Plan by either: (i) adding Authorized Users; (ii) upgrading to a higher type of Subscription Plan; (iii) adding add-on features and functionalities; and/or (iv) upgrading to a longer Subscription Term  (collectively, “Subscription Upgrades”). Some Subscription Upgrades or other changes may be considered as a new purchase, hence will restart the Subscription Term and some won’t, as indicated within the Service and/or the Order Form. Upon a Subscription Upgrade, Customer will be billed for the applicable increased amount of Subscription Fees, at our then-current rates (unless indicated otherwise  in an Order Form), either: (1) prorated for the remainder of the then-current Subscription Term, or (2)  whenever the Subscription Term is being restarted due to the Subscription Upgrade, then the  Subscription Fees already paid by Customer will be reduced from the new upgraded Subscription Fees,  and the difference shall be due and payable by Customer upon the date on which the Subscription  Upgrade was made.

7.6    Excessive Usage. We shall have the right, including without limitation where we, at our sole  discretion, believe that Customer and/or any of its Users, have misused the Service or otherwise use  the Service in an excessive manner compared to the anticipated standard use (at our sole discretion),  to offer the Subscription in different pricing and/or impose additional restrictions as for the upload,  storage, download and use of the Service, including, without limitation, restrictions on Third Party  Services, network traffic and bandwidth, size and/or length of content, quality and/or format of content,  sources of content, volume of download time, etc.

7.7    Billing. As part of registering, or submitting billing information, to the Service, Customer agrees to  provide us with updated, accurate and complete billing information, and Customer authorizes us (either  directly or other third parties) to charge, request and collect  payment (or otherwise charge, refund or take any other billing actions) from Customer’s payment  method or designated banking account, and to make any inquiries that we (or our affiliates and/or third-parties acting on our behalf) may consider necessary to  validate Customer’s designated payment account or financial information, in order to ensure prompt  payment, including for the purpose of receiving updated payment details from Customer’s credit card company or banking account (e.g., updated expiry date or card number as may be provided to us by  Customer’s credit card company).

7.8    Subscription Auto-Renewal. In order to ensure that Customer will not experience any interruption or loss of services, Customer’s Subscription includes an automatic renewal option by default, according to which, unless Customer disables the auto-renewal option or cancels its Subscription prior to its expiration, the Subscription will automatically renew upon the end of the then applicable Subscription

Term, for a renewal period equal in time to the original Subscription Term (excluding extended periods) and, unless otherwise notified to Customer, at the same price (subject to applicable Tax changes and excluding any discount or other promotional offer provided for the first Subscription Term). Accordingly, unless either Customer or us cancel the Subscription prior to its expiration, we will attempt to automatically charge Customer the applicable Subscription Fees upon or immediately prior to the expiration of the then applicable Subscription Term. If Customer wishes to avoid such auto-renewal, Customer shall cancel its prior to its expiration, cancelations should be done in written form by contacting our support team. Except as expressly set forth in these Terms, in case a Customer cancels its Subscription, during a Subscription Term, the Subscription will not renew for an additional period, but Customer will not be refunded or credited for any unused period within the Subscription Term.

7.9    If Customer’s account is 30 days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, OciusX Digital Solutions reserves the right to suspend the Service provided to Customer, without liability to OciusX Digital Solutions, until such amounts are paid in full, on the condition that OciusX Digital Solutions has notified Customer in writing prior to such suspension.

7.10 Custom Software developments. Custom Software development to support Customer’s project may be request to Supplier. Upon clarification of the requirements, Supplier will perform a feasibility of the requested developments, and provide a lump sum quote in the form of a timebox to be delivered under an agile development methodology. Upon acceptance of the proposal, Customer will raise the associated purchase order, and assign a project manager.

Custom Software developments to build additional customer-specific functionality which is not part of the Ocius-X Software product development roadmap at the time of request will be charged at ninety USD (USD 90) per hour. In case of the functionality provided under the requested development will also be of value of other customers and become part of standard Ocius-X Software product, a discount of fifty percent (50%) of the hourly rate will be applied. Customer Software developments will be invoiced at the end of the project (acceptance by Customer).

7.11 OciusX Digital Solutions may use Customer’s company name and/or trademark/s in OciusX Digital Solutions’ marketing and promotional activities, such as press releases and webpage newsletters etc.

8.      Intellectual Property Ownership

8.1    OciusX Digital Solutions (and its licensors, where applicable) shall exclusively own all right, title, and interest, including all related Intellectual Property Rights, in and to the OciusX Digital Solutions Technology, Updates, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Customer or any other party relating to the Service.

8.2    The Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Services, the OciusX Digital Solutions Technology or the Intellectual Property Rights owned by OciusX Digital Solutions.

8.3    OciusX Digital Solutions’ name, OciusX Digital Solutions’ logo, and the product names associated with the Services are trademarks of OciusX Digital Solutions or third parties, and no right or license is granted to use them without prior written approval.

9.     Support and Consultancy Services

9.1    OciusX Digital Solutions offers Basic Support for each Service included in the Fee for the Service

9.2    Support in addition to the Basic Support is offered and provided by OciusX Digital Solutions as the service Advanced Support to applicable Fees. These General Terms apply to any OciusX Digital Solutions support.

9.3    Basic Support consists of assistance in correction of errors in the Service or any issue that is not covered by manuals or installation guides or other documentation. OciusX Digital Solutions reserves the right to charge for support that is deemed not to be Basic Support. Such support shall be considered and charged as Advanced Support. In case Customer files questions or requests assistance that OciusX Digital Solutions considers not to be Basic Support, OciusX Digital Solutions shall inform Customer about this and about OciusX Digital Solutions’ applicable charges for Advanced Support, prior to starting to provide such Advanced Support.

9.4    OciusX Digital Solutions’ Basic Support is obtained and provided by email or OciusX Digital Solutions’ Support Portal accessible via OciusX Digital Solutions’ website.

9.5    OciusX Digital Solutions offers a number of Consultancy Services from time to time to applicable Fees. These General Terms & Conditions Service Provisioning apply to the purchase and delivery of such Consultancy Services.

10.   Ownership to, handling of Customer Data and Data Protection

10.1 Customer will retain all rights in Customer Data provided by Customer to OciusX Digital Solutions under the Agreement. OciusX Digital Solutions will not publicly disclose any Customer Data or Results but may disclose aggregated and de-identified Customer Data and Results for statistics, promotional purposes, such as project summary and high-level outcomes of the Services and also include Customer Data and Results (aggregated and de-identified) in OciusX Digital Solutions’ databases. Customer understands and agree that OciusX Digital Solutions may copy, use and modify any Customer Data which is not Personal Data, and other information that Customer provides to OciusX Digital Solutions, including all suggestions supplied by Customer that relate to the Services for the purposes of providing the Services and Support to Customer and to improve the quality of the Services and create new Services.

10.2 OciusX Digital Solutions will provide, through automated services, guaranteed backup of Customer Data and Results. OciusX Digital Solutions will perform quarterly testing of such backup services

10.3 OciusX Digital Solutions will process and handle Customer’s Personal Data in accordance with the GDPR (EU General Data Protection Regulation 2016/679) and the Personal Data Assistant Addendum that is part of the Agreement.

10.4 Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data and shall ensure that all instructions given by it to OciusX Digital Solutions in respect of the Customer Data will be in compliance with GDPR (EU General Data Protection Regulation 2016/679) and any other applicable laws and regulations.

11.   Confidentiality

11.1 As used herein, “Confidential Information” means all confidential information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of the Agreement (including pricing and other terms reflected in all orders hereunder, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

11.2 The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement, except with the Disclosing Party’s prior written permission.

11.3 Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own confidential information of like kind (but in no event using less than reasonable care).

11.4 If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

12.   Warranties and Disclaimers

12.1 Each party represents and Solutions’ that it has the legal power to enter into the Agreement.

12.2 Services, Consulting Services and Support provided by OciusX Digital Solutions shall be performed in a professional and workmanlike manner in accordance with generally accepted practice in the industry and that the Services will perform substantially in accordance with the OciusX Digital Solutions service descriptions and help documentation under normal use and circumstances. Except as specified in this Section, all express or implied conditions, representations and warranties including without limitation any implied warranties or conditions, e.g., regarding merchantability, fitness for a particular purpose, and satisfactory quality are hereby excluded to the extent allowed by applicable laws.

12.3 OciusX Digital Solutions does not warrant that the operation of the Services will be uninterrupted or error-free or will meet the Customer’s needs and expectations. Customer bears the entire risk as to the quality and performance of the Services during the Project.

12.4 OciusX Digital Solutions represents and warrants that the Services do not and will not contain any virus or any other contaminant, or disabling devices including, but not limited to, codes, commands or instructions that may be used to access, alter, delete, remotely access, damage or disable Customer software, Customer Data, the Customer network or other Customer property.

13.   Compliance with Applicable Export Law

OciusX Digital Solutions may use personnel who are located in or are residents of various countries across the world to remotely support the delivery of the OciusX Digital Solutions Service, and Customer represents that no Content made available to the OciusX Digital Solutions Service will require an export license or is restricted from export to any such personnel.

14.   Mutual Indemnification

14.1 Customer shall indemnify and hold OciusX Digital Solutions, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses

 (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by Customer of Customer’s representations and warranties; or (iii) a claim arising from the breach by Customer or Customer Users of this Agreement, provided in any such case that OciusX Digital Solutions (a) gives written notice of the claim promptly to Customer; (b) gives Customer sole control of the defense and settlement of the claim (provided that Customer may not settle or defend any claim unless Customer unconditionally releases OciusX Digital Solutions of all liability and such settlement does not affect OciusX Digital Solutions’ business or Service); (c) provides to Customer all available information and assistance; and (d) has not compromised or settled such claim.

14.2 OciusX Digital Solutions shall indemnify and hold Customer and Customer’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, loss-es, liabilities, and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a patent issued as of the Delivery Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by OciusX Digital Solutions of its representations or warranties; or (iii) a claim arising from breach of this Agreement by OciusX Digital Solutions; provided that Customer (a) promptly gives written notice of the claim to OciusX Digital Solutions; (b) gives OciusX Digital Solutions sole control of the defense and settlement of the claim (provided that OciusX Digital Solutions may not settle or defend any claim unless it unconditionally releases Customer of all liability); (c) provides to OciusX Digital Solutions all available information and assistance; and (d) has not compromised or settled such claim. OciusX Digital Solutions shall have no indemnification obligation, and Customer shall indemnify OciusX Digital Solutions pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of Customer products, service, hardware or business process(s).

15.   Limitation of Liability





16.   Term and Termination

16.1 The parties have agreed to an initial non-terminable contract period of twelve (12) months following the Delivery Date (the “Initial Period”).

16.2 Upon expiry of the Initial Period, the Agreement is automatically renewed for periods of twelve

(12) months at a time (“Renewal Period/s”).

16.3 Either party may terminate the Agreement upon written notice to the other, with a minimum of three (3) months prior to the expiry of the Initial Period or any Renewal Period.

16.4 A party may terminate the Agreement for cause: (i) upon 30 days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, examinership, receivership, liquidation or assignment for the benefit of creditors or any event analogous to the foregoing occurs in relation to that other party in any jurisdiction. Upon any termination for cause by Customer, OciusX Digital Solutions shall refund Customer any prepaid fees covering the remainder of the subscription term after the date of termination.

16.5 Termination shall not relieve Customer of the obligation to pay the Fees or any other charges or fees accrued or payable to OciusX Digital Solutions prior to the effective date of termination.

16.6 OciusX Digital Solutions will make available to Customer a file of Customer Data and Results stored by OciusX Digital Solutions, within 30 days from such request, if Customer so requests at the time of termination. OciusX Digital Solutions reserves the right to withhold, remove, and/or discard Customer Data and Results without notice for any breach, including, without limitation, Customer’s non-payment. Upon termination for cause, Customer’s right to access or use Customer Data immediately ceases, and OciusX Digital Solutions shall have no obligation to maintain or forward any Customer Data.

16.7 The following provisions shall survive any termination or expiration of the Agreement: the provisions under Section 2,, 5, 9, 13, 14 and 15.

17.   Governing Law and Arbitration

17.1 The Agreement and all contractual relationship between OciusX Digital Solutions and Customer shall be governed by and construed in accordance with the law in the country where the OciusX Digital Solutions company which is party to the Agreement has its principal place of business.

17.2 Any dispute, controversy, or claim arising out of or in connection with the Agreement, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the Rules of the Arbitration Institute of the Chamber of Commerce (or equivalent) in the country where the Customer has its principal place of business. The arbitral tribunal shall be composed of one arbitrator. The place of arbitration shall be the capitol of that country and the language to be used in the arbitral proceedings shall be the language of that country.

17.3 For US Customers, the Agreement shall be governed by Illinois law and controlling U.S. federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims, or causes of action aris-ing out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Chicago, Illinois.

18.   Miscellaneous

18.1 A decision of discontinuance of sale or provisioning of a Service by OciusX Digital Solutions (end of sales), shall be communicated to Customer at least three (3) months before the actual discontinuance if not a shorter time is motivated because of special reasons such as a third party’s discontinuance of a third party software or integrated service.

18.2 All notices under the Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; (iii) the second business day after sending by confirmed facsimile; or (iv) the second business day after sending by email.

18.3 No failure or delay by either party in exercising any right under the Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

18.4 If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement shall remain in effect.

18.5 Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Agreement in its entirety (including all orders), without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. Furthermore, OciusX Digital Solutions has the right to assign or pledge any monies due or to become due. Any attempt by a party to assign its rights or obligations under the Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, the Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.’

18.6 OciusX Digital Solutions shall be at liberty to subcontract all or some of the Services contracted by OciusX Digital Solutions to be provided pursuant to this without prior reference to Customer, provided that no such subcontract will relieve OciusX Digital Solutions of any of its obligations hereunder.

18.7 OciusX Digital Solutions reserves the right to modify the terms and conditions of these General Terms or its policies relating to the Services at any time, effective upon posting of an updated version of these General Terms on the Service. Customer is responsible for regularly reviewing the General Terms. Continued use of the Service after any such changes shall constitute Customer’s consent to such changes.

18.8 The Agreement, including all appendices hereto and all orders, constitutes the entire agreement

between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of the Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.

18.9 If either party is prevented from performing any of its obligations under the Agreement due to any cause beyond the party’s reasonable control, including, without limitation, lack of Internet access, an act of God, fire, flood, explosion, war, strike, embargo, government regulation, civil or military authority, (a “force majeure event”) the time for that party’s performance will be extended for the period of the delay or inability to perform due to such occurrence; provided, however, that if a party suffering a force majeure event is unable to cure that event within thirty

(30) days, the other party may terminate the Agreement immediately.

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