1.2. In this Agreement, unless the contrary intention appears:

i. Words denoting the singular include the plural and vice versa;

ii. Words denoting the masculine gender include the female and the neutral genders and the neutral gender shall include the masculine and female genders;

iii. Words  denoting  persons  include  corporations,  partnerships,  associations  of persons (whether incorporated or not) or governmental or quasi-governmental bodies or authorities;

iv. References to “Clause/s” are references to clause/s of this Agreement;

v. References to any document (including, without limitation, to this Agreement and to  the  exhibits,  es,  addendums  or  schedules,  if  any,  to  this  Agreement)  are references  to  that  document  as  amended,  supplemented,  novated  or  replaced from time to time;

vi. References to “law” include any instrument having the force of law and any unwritten rule of law, and the expressions “lawful” and “lawfully” shall be construed accordingly;

vii. References to statutes or provisions of statutes are references to those statutes or to those provisions as from time to time amended, replaced or re-enacted;

viii. References to the parties include their respective successors (particular or universal) in title, transferees and assignees, where applicable; and

ix. Headings to the Clauses are for ease of reference and shall not affect the interpretation or construction hereof.

2. Grant of Subscription Licence

2.1. Mi-C3  grants  You  a  limited,  non-exclusive,  non-sub-licensable,  non-transferable  and non-assignable Subscription Licence to access and use the Affectli Platform and Mi-C3 Technology, and Enabled Use thereof, (the “Subscription License”), with effect from the date and only subject to the fulfilment of the following conditions, namely, that, You or someone acting on your behalf and at your direction, such as an Authorised Distributor has or will:

i. Place an order with Mi-C3 for the purchase of a Subscription Licence or an upgrade thereto (including for additional users or modules, and other) and Mi-C3 has accepted such order;

ii. Effected payment of the initial Subscription Licence Fees as and when they fall due; and

iii. Duly executed and accepted all the terms and conditions of this Agreement either prior to or simultaneous with the implementation of the Affectli Platform. You will indicate your acceptance of this Agreement and all of its terms and conditions by doing or allowing or authorising a third party to do it for you:

✔ When the Affectli Platform  is  being delivered remotely, by clicking “I Agree” or a similar affirmation, as applicable, that appears during the installation of the Affectli Platform on Your systems; or

✔ By physically executing this Agreement and delivering an original signed copy thereof to Mi-C3, care of authorised Distributor;

This is to say that, the Subscription Licence contemplated herein shall be deemed to have commenced with effect from such date as when the afore-described delivery process has been successfully fulfilled. If You do not accept or agree to be legally bound by this Agreement, then You will not be granted a Subscription Licence to access the Affectli Platform nor will you be granted Enabled Use thereof,

2.2. If You purchase a Subscription Licence, You shall be entitled to continue to use the Affectli Platform only if and until You pay the required Subscription Licence Fees when they fall due.

2.3.If You access the Affectli Platform under an Evaluation Subscription Licence prior to your purchase of a Subscription Licence, You acknowledge and agree that:

i. You shall use the Affectli Platform only for evaluation purposes before purchasing a Subscription Licence to determine if the Affectli Platform is suitable for Your business;

ii. the Affectli Platform shall be accessible and use thereof shall be made only for a limited time;

iii. THE AFFECTLI PLATFORM IS PROVIDED “AS IS” WITH NO EXPRESS OR IMPLIED WARRANTIES; AND

iv. Upon expiration of the Evaluation Subscription Licence, Mi-C3 is under no obligation to return to You data You have entered into, that is processed by or is stored in/by the Affectli Platform and it may become irretrievable, unrecoverable and/or otherwise unusable by You after the evaluation period ends.

2.4. If You purchase an “on-premise” solution of the Affectli Platform, Mi-C3 hereby grants you  the  additional  nonexclusive,  and  nontransferable  licence  to  use only the object code  version  of  the  Affectli  Platform,  for  the  term  of  the  Subscription  Licence hereunder,, and subject to all limitations and restrictions contained herein The Software may  only  be  used  on  the  hardware  and  software  components,  including  Your machines, servers, and internetworking devices within Your internal computer network at Your business location and only for the number of Users for whom Subscription Licence Fees have been paid.

3. Limits of Subscription Licence

3.1. Subject   to   the   terms  and  conditions  of  this  Agreement,  Mi-C3  grants  You  a Subscription  Licence  to  access  and  use  the  Affectli  Platform,  for  the  term  of  the Subscription  Licence,  solely  for  the purpose intended by this Agreement, namely, in connection  with  the  conduct  and  management  of  your  business,  and  not  for  the purpose of sub-licensing, resale or distribution, and solely to the extent of any and all other applicable limitations set forth herein, provided that, You access the Affectli Platform only on a network environment that You own or only on a network environment not owned by You if You will be the only party with access to the Platform. You acknowledge that Mi-C3 is the sole and exclusive owner of, or otherwise has valid and lawful title to any and all rights and interest necessary to provide the Affectli Platform in accordance with this Agreement, including any derivative works, upgrades, updates,  modifications,  enhancements,  releases,  revisions,  adaptations,  translations and other deliverables or applications, as may be developed, provided and/or applied by Mi-C3, from time to time, even if/where developed by Mi-C3 as a result of ideas, suggestions,  specifications,  demands,  requests  or  proposals  made  by  Authorised Distributor, You or any other third party acting in the interest of the same (“Feedback”). Should ownership of Feedback not vest entirely with Mi-C3, You hereby grant Mi-C3 and  its  designees  a  non-exclusive,  royalty-free,  irrevocable,  worldwide,  fully  paid-up licence (with rights to sublicense through multiple tiers of sublicensees) to practise all patent, copyright, moral right, mask work, trade secret and other intellectual property rights relating to such Feedback;

Provided that, it shall be permitted for You to develop applications and/or processes and  reports   using Affectli Designer or other core applications of Mi-C3, as may be authorised by Mi-C3, from time to time, and any and all applications, processes and reports developed by You using Affectli Designer or other core applications of Mi-C3 shall constitute solely your property.

3.3. The Subscription Licence contained in this Agreement does not include the right to perform, and You agree not to perform, any of the following:

i. Make any copy of the Affectli Platform; unless You download and “on premise” solution where a copy is made solely for the purposes of reinstallation if the latter becomes necessary; or as otherwise may be authorised in writing by Mi-C3;

ii. Distributing any copy of the Affectli Platform whether by renting, leasing, lending, sub-licensing, assignment, resale, time-sharing, or otherwise, including to any of your Affiliates, except with the prior written consent of Mi-C3, which consent will not be unreasonably withheld in the event that You transfer the Affectli Platform to a purchasing party after the close of a sale of either your entire business, or all, or substantially  all,  of  the  assets  of  your  business,  provided  that,  the purchasing party  reads  and  accepts,  in  writing,  to Mi-C3, the terms and conditions of this Agreement,   the   purchasing   party   agrees   to   other   reasonable   transfer requirements, as may be imposed by Mi-C3, and You do not retain a copy of the Affectli Platform;

iii. Copying,   reproducing,   modifying,  altering,  merging,  bundling,  disassembling, decompiling,   reverse   engineering,   reverse   assembling,   reverse   compiling, recompiling or making extracts from such Platform or attempting to determine the source code or permit others to do so or creating any derivative work based upon   the   Affectli   Platform,   unless  expressly  provided  otherwise  herein  or otherwise authorised in writing by Mi-C3;

iv. Removing, obscuring or altering the Affectli Platform or any portion thereof, or any and all Documentation;   incorporating or bundling the Affectli Platform into/with any other software or hardware products; or private labelling any Platform or any portion thereof or include any other third party’s marks on Platform or any portion thereof,  unless  expressly  provided  otherwise  herein  or  otherwise  authorised in writing by Mi-C3;

v. Using the Affectli Platform in excess of:

a. The  scope  and  limitations  set  forth  in  this  Agreement,  which  act  shall constitute a material breach of this Agreement and shall result in the automatic termination of this Agreement without prior notice; or

b.  The number and types of users, seats or Subscription Licences You purchase or rightfully acquire. Use of the Affectli Platform in excess of the number and type of Subscription Licences You purchased constitutes a material breach of this Agreement. You agree to pay to Mi-C3 the additional Subscription Licence Fees for the unpaid use thereof, calculated in accordance with the applicable Mi-C3 price list in effect at the time payment is made, and, failure to make the foregoing payment within thirty (30) days of the relevant invoice date also constitutes a material breach of this Agreement and shall result in the automatic termination of this Agreement without prior notice. You shall take all measures in accordance with good information technology industry practice to prevent unauthorised use of the Affectli Platform and undertake to immediately notify Mi-C3 of any such infringement or suspected infringement. For the purposes  of  this  clause,  “good  information  technology  industry  practice”  includes using standards, practices, methods and procedures, as well as exercising that degree of  skill  and  care,  diligence,  prudence  and  foresight,  which  would  in  each  case reasonably and ordinarily be expected from a skilled and experienced person in the information technology industry in the same or similar circumstances.

3.4. You will immediately discontinue all use of Mi-C3’s marks, names and other intellectual property rights promptly upon the termination or expiration of this Agreement.

3.5. Any  report-writing,  application-design  or  development  software  features  contained within the Affectli Platform may be subject to a restriction such that their use may be limited to accessing only the data that is created by, or used by, the Affectli Platform.

3.6. You may not use the Affectli Platform in violation of any domestic or foreign laws or regulations in effect, from time to time, in the jurisdiction in which You are a national or resident or in which the Affectli Platform is used. You represent and warrant that You are not located in, under the control of, or a national or resident of, any such country where use of the Affectli Platform would be deemed unlawful.

4. Third Party Apps and Other Functionality

4.1. Mi-C3’s  Services include modules such as “Designer”  which allows for the creation of apps that third parties may use to develop applications that complement Customer’s use of the Services (each, a “Third Party Development”). Mi-C3 also maintains a Marketplace where Customers can offer their Third Party Developments for Installation.  THESE  ARE NOT MI-C3’s SERVICES, SO MI-C3   DO NOT WARRANT OR SUPPORT  THIRD  PARTY  DEVELOPMENTS,  AND,  CUSTOMER  ONLY  WILL  DECIDE WHETHER OR NOT TO ENABLE THEM. ANY USE OF A THIRD PARTY DEVELOPMENT     IS SOLELY BETWEEN CUSTOMER AND THE APPLICABLE THIRD PARTY PROVIDER.

4.2. If a Third Party Development is enabled for Customer’s workspace, please be mindful of any Customer Data that will be shared with the third party provider and the purposes for  which  the  provider  requires  access.  Mi-C3   will  not be responsible for any use, disclosure,  modification  or  deletion  of  Customer  Data  that  is  transmitted  to,  or accessed by, a Third Party Development.

5. Warranties, Undertakings and Disclaimers

5.1. Mi-C3  is  duly  incorporated  and  validly  existing  under  the  laws of the jurisdiction in which it is incorporated and that it has full power to enter into (and to exercise its rights and perform its obligations under) this Agreement, and, this Agreement, when executed will constitute valid, lawful and binding obligations on it, in accordance with its terms.

5.2. Mi-C3 represents and warrants that it has the right to provide access to and the use of the Affectli Platform and holds the necessary valid and lawful title and/or rights to grant the Subscription Licence to You for the purpose intended by and in accordance with the terms of this Agreement and that the Affectli Platform does not infringe any third party’s intellectual property rights.

5.3. Mi-C3 warrants that, during a period of ninety (90) days or any other minimum period prescribed   by   applicable   law,   whichever   is   longer,  from  the  effective  date  of commencement of the Subscription Licence, the Affectli Platform is free from defects in workmanship and material, when properly used, and shall perform substantially in accordance with the Documentation provided by Mi-C3.

If You report to Mi-C3, in writing, any non-conformity between the Documentation and the Affectli Platform (a “Warranty Claim”), and if Mi-C3 is able to replicate and verify that such non-conformity exists, Mi-C3 shall make commercially reasonable efforts to correct such non-conformity and restore functionality or provide a prompt replacement thereof, if and where reasonably possible, and, if successful, shall supply You with such correction   or   replacement,   at   no   additional   cost   to   You.  If  such  efforts  are unsuccessful and the non-conformity is material, your sole remedy for a breach of the warranty described in this Clause, is for You to terminate this Agreement, discontinue use of and return all copies You have of the Affectli Platform, and Mi-C3 will ensure that You are refunded with a pro-rata portion of the Subscription Licence Fees You incurred in respect of the Subscription Licence and representing the unused part thereof, and a credit for any such Subscription Licence fees You owe for the Affectli Platform.

For the purposes of this Clause, the obligation to “report to Mi-C3” shall be deemed to have been successfully completed if/where You communicate the same, in writing, to Your authorised Distributor, who shall be your sole and primary point of contact, at all times, in respect of any complaints, claims or technical support required, in relation to the  use  of  the  Affectli  Platform,  in  accordance  with  the  provisions  of  the  relative Professional Services Agreement duly entered into with Authorised Distributor. Mi-C3 procures that Authorised Distributor shall undertake to use its reasonable endeavours to  escalate  any  such  issues with Mi-C3, if and where Authorised Distributor deems appropriate, in accordance with reasonable standards and service levels expected of it, and any and all Documentation provided by, Mi-C3, from time to time.

5.4. A Platform provided under an Evaluation Subscription Licence is provided “as is” with no implied or express warranties and it is hereby clarified that the warranty contained in Clause 5.3 above shall not apply to Evaluation Subscription Licences.

5.5. OTHER THAN THE EXPRESS AND LIMITED WARRANTIES STATED IN THIS CLAUSE, MI-C3,  AND  ITS  SUPPLIERS,  IF  ANY,  EXPRESSLY  DISCLAIMS,  TO  THE  FULLEST EXTENT   PERMITTED   BY   LAW,   ALL   OTHER   REPRESENTATIONS,   WARRANTIES, CONDITIONS,   AND   GUARANTEES,   OF   ANY   KIND   OR   NATURE   WHATSOEVER, WHETHER EXPRESS, IMPLIED, AND STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES, CONDITIONS, OR GUARANTEES:

i. AS TO THE UNINTERRUPTED OR ERROR-FREE USE OF THE AFFECTLI PLATFORM,    PROVIDED    THAT,    MI-C3    COMMITS   TO   USING   ITS   BEST ENDEAVOURS TO RESTORE OPERATIONS AND FUNCTIONALITY OF THE AFFECTLI PLATFORM IN THE SHORTEST TIME POSSIBLE;

ii. OF MERCHANTABILITY;

iii. OF FITNESS OR PROPERNESS FOR A PARTICULAR PURPOSE, AND, IT SHALL BE YOUR   SOLE   RESPONSIBILITY   TO   ENSURE,   AND   MI-C3   SHALL  BEAR  NO RESPONSIBILITY  FOR,  ENSURING  THAT  THE  FUNCTIONS  OF  THE  AFFECTLI PLATFORM FULFIL THE REQUIREMENTS AND EXPECTATIONS AS INTENDED BY YOU;

iv. AS TO THE BACKUP OF DATA, CONFIGURATIONS AND SETTINGS MADE/STORED BY YOU IN THE AFFECTLI PLATFORM;

v. FOR ANY PLATFORM THAT MAY HAVE OR HAS BEEN MODIFIED, LOST, STOLEN, OR  DAMAGED  BY  ACCIDENT,  ABUSE,  OR  MISAPPLICATION  BY  YOU  OR  ANY THIRD PARTY;

vi. ARISING FROM CUSTOM OR TRADE USAGE OR BY ANY COURSE OF DEALING OR COURSE OF PERFORMANCE;

vii. THAT THE USE OF THE AFFECTLI PLATFORM IN CONJUNCTION WITH ANY OTHER SOFTWARE/HARDWARE WILL NOT CAUSE ANY DISTURBANCE TO SUCH OTHER SOFTWARE/HARDWARE OR VIOLATE THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES; AND

viii. THE QUALITY OF PERFORMANCE OF SERVICES PROVIDED TO YOU BY THE AUTHORISED DISTRIBUTOR.

5.6. Mi-C3 shall use its best endeavours to deliver upgrades or updates to the current versions or features of the Affectli Platform, as mandated by the industry, provided that, such upgrades or updates are included in the terms and conditions of the Subscription Licence for which You have paid in full, and, provided further that, Mi-C3 shall, under no circumstances, bear any responsibility or liability for any problems or inexpediency that any such upgrades or updates may cause to your hardware or third party software being used in conjunction with the Affectli Platform. Mi-C3 generally supports only the last three (3) versions of the Affectli Platform (minimum) and/or additional versions published on www.affectli.com website from time to time.

5.7. No person, employee, agent, or representative of Mi-C3, nor Authorised Distributor or any  other  Authorised  Distributor  of  Mi-C3,  or  any  other third party, is authorised to make  any  representations,  warranties  or  disclaimers,  nor  assume  or  create  any obligations  and/or  liabilities  towards  You,  express  or  implied,  for  and  on  behalf  of Mi-C3,  in  respect  of  the  Affectli  Platform,  that  are  inconsistent  with  any  or  all Documentation provided by Mi-C3 and except those that are expressly stated in this Agreement,   and   You   may  not  rely  on  any  such  unauthorised  representations, warranties or disclaimers.

5.8. Without  prejudice to any and all other representations, warranties and undertakings, expressly contained herein or otherwise implied, or which result from applicable law, You warrant and represent that:

a. You are duly incorporated and validly existing under the laws of the jurisdiction in which it is incorporated and that it has full power to enter into (and to exercise its rights and perform its obligations under) this Agreement, and, this Agreement, when executed will constitute valid, lawful and binding obligations on it, in accordance with its terms;

b. You shall use the Affectli Platform only for the purpose intended and contemplated by this Agreement and shall refrain from using or allowing the use of the Affectli Platform for any unlawful purpose;

c. You shall settle and effect timely payment of any and all Subscription Licence Fees due under and in accordance with this Agreement;

d. You shall be solely responsible for determining if the Affectli Platform meets your requirements, for access to and  implementing the Affectli Platform, and for the results obtained;

e. You shall, at all times, comply with any and all guidelines, recommendations, policies and procedures outlined in Mi-C3’s Documentation, and shall use your best endeavours to prevent any potential or actual risk of damage to the Affectli Platform;

f. For the term of the Subscription Licence You shall not infringe the intellectual property rights or other rights of Mi-C3 or any third party;

g. You  shall,  at  all  times  (where  not  legally  prohibited  from  so  doing),  use  your  best endeavours to refrain from doing anything that may tarnish the reputation of Mi-C3 and/or the Affectli Platform;

h. You shall obtain all necessary government and/or regulatory and/or other approvals and/or permits and/or registrations, as may be required, to carry out and operate your business activity, and shall, at all times, comply with any and all laws and regulations applicable to the same; and

i. There is no material fact or information, individually or in the aggregate, relating to your business  activity,  prospects, condition (financial or otherwise), affairs, operations, or assets, that has not been disclosed to Mi-C3 prior to the execution of this Agreement and which would reasonably be expected to have had a bearing on the execution or otherwise of this Agreement.

6. Indemnity and Limitation of Liability

6.1. In this Agreement, “Claims” means all losses, damages (excluding indirect damages or loss  of  profits),  claims,  counterclaims,  complaints,  disputes,  demands,  causes  of action,    liabilities,    obligations,    reasonable    legal    fees,    costs,    expenses,    and disbursements (including reasonable legal fees and disbursements as between legal counsel and own client), including all third party claims arising from, connected with or relating to any actual or alleged infringement of any intellectual property rights of any such third party based on the Affectli Platform or use thereof by You or Authorised Distributor, hereinafter “IP Claims”.

6.2. Each party, hereinafter the “Indemnifying Party” will defend, indemnify, and save and hold harmless the other party, hereinafter the “Indemnified Party”, from and against all third party Claims, directly or indirectly arising from, connected with, or relating to the performance  of  the  Indemnifying  Party’s  obligations  under  this  Agreement  or  any alleged breach of this Agreement or negligence or wrongful conduct by the Indemnifying Party or any person for whom the Indemnifying Party is under this Agreement or in law responsible.

6.3. If You are prevented from using the Affectli Platform because of an actual or claimed infringement of an IP Claim, Mi-C3 shall, at its option, promptly either obtain for You the right to continue using the affected part of the Affectli Platform, replace or modify the affected part of the Affectli Platform so that it becomes non-infringing, or, if none of the foregoing alternatives are possible after Mi-C3 has exercised commercially reasonable efforts, You may terminate this Agreement and Mi-C3 shall refund You with a pro-rata portion of the Subscription Licence Fees You incurred in respect of the Subscription Licence and representing the unused part thereof.

6.4. The Indemnifying Party’s obligations herein are conditional upon the Indemnified Party: (i) giving the Indemnifying Party prompt notice of the Claim and all relevant information,  within  ten  (10)  days  from  receipt  thereof;  (ii)  granting  control  of  the defence and settlement of the Claim to the Indemnifying Party, if the latter so requests, such that the Indemnified Party shall not admit liability nor agree to a settlement or compromise of the Claim without first involving and consulting with the Indemnifying Party as here-afore described; (iii) not having contributed to the Claim as a result of its act or omission, wilful neglect or gross negligence, such acts or omissions not being attributable to the Indemnified Party, in the performance of its obligations under and in breach of this Agreement; and (iv) reasonably co-operating with the Indemnifying Party regarding the defence and settlement of the Claim.

6.5. Mi-C3 shall not be liable for Claims or any defect or fault in the Affectli Platform to the extent that they result from:

6.6.

i. The use of the Affectli Platform otherwise than in accordance with this Agreement;

ii. Any temporary disruption/downtime in functionality of the Affectli Platform in consequence of any maintenance or updates being applied to the same;

iii. Any modification (or similar action) of the Affectli Platform not carried out or authorised in writing by Mi-C3 or carried out otherwise than in accordance with the guidelines,   recommendations,   policies   and   procedures   outlined   in   Mi-C3’s Documentation;

iv. Failure of electric power or environmental control systems;

v. Failure of hardware, software or other Platform or services not supplied by Mi-C3;

vi. Acts or omissions of Authorised Distributor including the improper provision of Services or the provision of Services by Authorised Distributor to You otherwise than in accordance with the guidelines, recommendations, policies and procedures outlined in Mi-C3’s Documentation;

vii. The loss, damage or corruption of any data; or

viii. Any other matter beyond the reasonable control of Mi-C3.

6.7. Mi-C3 shall bear no liability and Authorised Distributor shall bear all liability for any Claims  arising  out  of  an  alleged  breach  of  any  representations,  warranties  or undertakings  made  by  Authorised  Distributor  which  differ from the representations, warranties or undertakings provided by Mi-C3 in this Agreement or otherwise inconsistent with any and all Documentation provided by Mi-C3.

6.8. You acknowledge and understand that software is an inherently complex Platform and may contain errors, and that You have been advised to verify the work/results produced by the Affectli Platform. Neither Mi-C3, nor its suppliers, if any, shall be liable for any special,  indirect,  incidental,  consequential,  or  punitive  damages  resulting  from  any defect in the Affectli Platform, even if Mi-C3 has been advised of the possibility of such damages arising. This means that Mi-C3 is not responsible or liable for damages or costs incurred as a result of loss of time, loss of data, loss of anticipated profits, lost opportunity cost, loss of use of the Affectli Platform or any costs incurred in procuring a substitute product or associated with additional Services Fees for supplementary support obtained from authorised Distributor.

6.9. In  no  event  shall  Mi-C3’s  maximum  aggregate  liability  to  You  arising  out  of  or  in connection with the use of the Affectli Platform or this Agreement, howsoever arising, whether in contract, tort, or otherwise, exceed the Subscription Licence Fees actually paid by You to Mi-C3 for the Subscription Licence during/for the twelve (12) months preceding the relevant Claim.

6.10. Nothing in this Agreement shall limit or exclude liability in respect of fraud, death or injury to persons caused by negligence, or any other liability which cannot, by law, be excluded or limited.

7. Relationship with Authorised Distributor

7.1. You acknowledge and warrant that unless You and Mi-C3 agree, in writing, for Mi-C3 to provide   Services   to   you   directly  or  you  otherwise  accept  to  take  up  Mi-C3’s recommendation to engage Authorised Distributor for the provision of Services to You, You shall be responsible for engaging a qualified party of your choice to provide Services to You, provided that, such person is an “Authorised Distributor” of Mi-C3. You also acknowledge that You are responsible for independently investigating the competencies, skills and qualifications of such party to ensure that it provides You with the level of skill and service your business requires.

7.2. You acknowledge and warrant that Mi-C3 shall bear no liability whatsoever for any act or omission of Authorised Distributor for any failure associated with the improper or inadequate provision of Services to You by Authorised Distributor, even in the event that such Authorised Distributor has been recommended by and is an “Authorised Distributor” of, Mi-C3.

7.3. You acknowledge and warrant that You shall bear sole responsibility for the choice of Authorised Distributor and that such Authorised Distributor is providing the Services to You as an independent party and not as an agent of Mi-C3.

7.4. In the eventuality of the expiration or termination of the Professional Services Agreement with Authorised Distributor for any reason imputable to the latter, including Authorised Distributor losing its “Authorised Distributor” status, Mi-C3 shall use its best endeavours to cooperate with You so that another Authorised Distributor is identified and referred to You for the provision of Services to You pending the continued use of the Affectli Platform and for the duration of this Agreement.

8. Data stored by You on Platform

8.1. You  retain  all  right,  title  and  interest  in  and  to  any  data  and  content  contained, submitted, or stored by You in the Affectli Platform in the course of conducting and managing one’s business, excluding Mi-C3 Technology and/or Documentation (“Your Data”).

8.2. You agree that Mi-C3 will have the right to generate anonymous/aggregate data, which, for the purposes of this Clause refers to anonymous learnings, logs and data regarding or associated with the Services, as well as data generated by aggregating data referred to in Clause 8.1 above with other data such that the said data is non-personally identifiable with regard to You, any of your customers or suppliers, in an attempt to develop and improve the quality and experience of the Affectli Platform in line with business and/or industry requirements and exigencies.

8.3. You hereby grant to Mi-C3 and its Authorised Distributors, Licensors, and Affiliates, a non-exclusive, royalty-free, assignable, transferable, sublicensable and irrevocable right and  licence  to  use,  make  copies,  reproduce,  adapt,  and  distribute  Your  Data  as reasonably necessary (i) to provide the Affectli Platform to You as required under this Agreement and to exercise its other rights, and perform its other obligations, under this Agreement,  and  (ii)  during  the  Term  and  in  perpetuity  thereafter  after,  to  use  and disclose information contained in or derived from Your Data or Related Data (defined below), on an anonymous (de-identified) basis only, for statistical, analytical, research, marketing, product/service improvement, and other commercial purposes. The licence at subsection (ii) above will survive the termination or expiration of this Agreement for any reason. “Related Data” means data or information (excluding Your Data) associated with or arising out of use of the Affectli Platform (including without limitation  data  associated  with  requests  made  to,  and  responses  generated  in connection  with,  the  Affectli  Platform).  Related  Data  will  be  Mi-C3’s  property,  and neither Mi-C3 nor any of its sublicensees shall have any duty to compensate or account to You in connection with the exercise of the foregoing rights.

8.4. Subject  to  the  provisions  of  any  other  applicable  law,  You  consent  to  Mi-C3’s interception, collection, use, reproduction, storage and review of any of Your Data as required in connection with (i) the provision and maintenance of the Affectli Platform, (ii) billing, (iii) the protection and security of the Affectli Platform, (iv) compliance with applicable  law  or  valid  legal  process,  or  (v)  MI-C3’s  collection,  generation,  storage, reproduction, and use of statistical information for its own internal purposes of, among other things, measuring the use of the Affectli Platform. Except as required by law or by valid legal process, Mi-C3 shall not, without Your consent, specifically identify You in association  with  such  statistical  information.  In  connection  with  such  interception, collection, reproduction, storage or usage, Mi-C3 shall have the right to remove any of Your Data, the content of which Mi-C3 deems to be in violation of law or any term or condition set forth in this Agreement, upon reasonable written notice of such removal to You. Notwithstanding the foregoing, Mi-C3 shall not have any obligation to remove, screen, police, edit, or monitor any of Your Data.

9. Audit Right

9.1. With or without prior notice, Mi-C3 may audit your use of the Affectli Platform to ensure that You comply with the terms and conditions of this Agreement. If an audit reveals that  You  have  underpaid  fees  or  owe  fees  to  Mi-C3, Mi-C3 will invoice You for the underpayment or amount due based on the Mi-C3 price list in effect at the time the audit is completed and the recovery of the cost of the audit that has determined such underpayment.

10. Automatic Updates

The  Affectli  Platform  may  contain  automatic  update  technology,  a  feature  used  to provide  maintenance  including  bug  fixes,  patches,  enhanced  functions,  missing plug-ins, and new versions. This feature cannot be disabled. This feature will:

a. Connect to Mi-C3 or service provider computer systems over the internet;

b. Use internet protocols to recover standard computer information in order to determine whether maintenance software is required; and

c. Automatically download and install, or prompt You to download and/or install, current maintenance software if You have an “on-premises” solution.

10.1. By accessing the Affectli Platform initially, You hereby consent to the transmission of standard computer information and the automatic downloading and installation of maintenance software for on-premises solution, or You agree to comply with any such instructions prompting you to effect the same, from time to time.

11. Subscription Licence Fees

11.1. Subscription License Fees shall be communicated to You by Mi-C3 or Authorised Distributor  via Mi-C3’s retail pricing schedule outlining the  Subscription Licence Fees chargeable     and     payable     by     You     on     a     per    system,    full    user    or limited-user-with-viewing-rights  basis,  or  some  other  criteria  as  Mi-C3  may,  at  its discretion, determine. Quotes / Proposals provided by Mi-C3 or Authorised Distributor and accepted by you, make up an integral part of this Agreement.

11.2. Mi-C3 may increase its Subscription Licence and other fees, at any time but not more than once within a twelve (12) month period, without notice, such that fees due for new or additional Subscription Licences of Platform may be more costly than a previous purchase, and, in so doing, shall act reasonably in order to reflect any general increases in costs associated with the development, upkeep and the provision of maintenance services of/to the Affectli Platform, as well as any changes in the market value of the Affectli Platform.

11.3. You are responsible for providing Mi-C3 and Authorised Distributor with Your most current contact and billing information.

11.4. Mi-C3 shall either bill You directly for amounts receivable representing the relevant Subscription Licence Fees due and payable to it for the Subscription Licence or may alternatively authorise Authorised Distributor to collect and receive payment of the said Subscription Licence Fees, for and on behalf of Mi-C3. This is to say, that, any amounts, representative  of  Subscription  Licence  Fees,  transferred  or  paid  out  by  You  to Authorised  Distributor,  shall  constitute  a  discharge  of  your  payment  obligations towards Mi-C3 relative to the Subscription Licence Fees arising under and by virtue of this Agreement. Any acknowledgement of receipt of funds/payment by Mi-C3 or Authorised Distributor or a copy of the swift confirmation, where payment was effected via wire transfer, shall constitute sufficient proof of payment.

11.5. You shall settle any invoices relative to Subscription Licence Fees within a maximum period of thirty (30) days from the date of issue of the relative invoice. Failure to settle any such invoice within the stipulated time-frame shall entitle Mi-C3 to immediately terminate your Subscription Licence and this Agreement, provided that, you shall be granted an additional period of fifteen (15) days from issue of the notice calling upon you  to  effect payment, within which to remedy your act of default and honour your payment obligations outlined herein.

12. Term and Termination

12.1. This Agreement takes effect from the date You accept it as set forth in this Agreement and shall continue for an initial subscription term of one (1) year and shall be automatically renewed for successive one (1) year subscription periods unless You provide notice of non-renewal at least sixty (60) days prior to the upcoming renewal date.

12.2. You  may  terminate  this  Agreement,  at  any  time,  at  which  point  the  Subscription Licence granted to you under this Agreement will terminate;

Provided that, termination prior to the lapse of the relevant period covered by the Subscription Licence Fees already paid to and settled in favour of Mi-C3 shall not entitle You to a refund for the unused part of the Subscription Licence except where termination occurred under and in accordance with Clause 5.3 or 6.3 of this Agreement;

Provided further, that such termination is without prejudice and has no impact on any other outstanding liabilities or commitments You may have with Mi-C3 or any third party, including Authorised Distributor, whom you have engaged for the provision of Services in relation to the Affectli Platform.

12.3. If You have been given access to an Evaluation Subscription Licence, the Evaluation Subscription Licence will expire at the end of the evaluation period provided by Mi-C3 or  your  Authorised  Distributor,  or,  where  no  evaluation  period  end-date  has  been provided, your Evaluation Subscription Licence shall expire thirty (30) days after Mi-C3 or Your Authorised Distributor makes the Affectli Platform available to You for evaluation;

Provided that, upon termination or expiration of your Evaluation Subscription Licence, You agree that:

✔ If You purchase a Subscription Licence, You acknowledge and agree that this Agreement shall govern your continued use of the Affectli Platform; or

✔ If You do not purchase a Subscription Licence, You shall comply with the return and destroy instructions contained in Clause 12.5 below.

12.4. Notwithstanding the foregoing, Mi-C3 reserves the right to terminate this Agreement and the Subscription Licence granted to You, with immediate effect, upon giving notice, if:

a. You fail to comply with any material terms or conditions of this Agreement, including but not limited to, the payment of Subscription Licence Fees when they fall due;

b. You fail to honour your payment obligations with respect to Professional Services Fees or are otherwise in breach of any material terms or conditions of any Professional Services Agreement in force with Authorised Distributor;

c. You make an arrangement or composition with your creditors or go into liquidation, are the subject of the commencement of any bankruptcy or insolvency proceedings, the passing of a resolution for your winding up, the giving of a notice of appointment or intention to appoint an administrator or liquidator, which is not dismissed, withdrawn or otherwise set aside;

d. You have an administrator, an administrative receiver or trustee appointed over all or any of its assets or attempt to make, an assignment for the benefit of its creditors;

e. You  have  used,  or  attempted  to  use,  or  unduly  authorised  the  use,  of  the  Affectli Platform, improperly, in violation of your rights granted under this Agreement, or in any manner or form that is illegal, or that is reasonably likely to bring Mi-C3 into disrepute;

f. The  expiration,  suspension  or  termination  of  any  rights  granted  by  third  parties  to Mi-C3 in respect of the Affectli Platform, in which case, the rights granted herein to You shall immediately cease; or

g. You   breach   any   representations,   warranties   or   undertakings   provided   in   this Agreement.

It is hereby understood that the Affectli Platform may contain technology that allows Mi-C3 to terminate your use of the Affectli Platform or convert your access to the Affectli Platform to read-only in the event that you materially breach this Agreement as afore-described.

12.5. Upon  expiration  or  termination  of  this  Agreement,  for  any  reason  whatsoever,  the following shall apply:

a. Any and all amounts outstanding shall automatically accelerate so that they become due and payable on the effective date of termination, even if longer terms had been previously provided;

b. You will immediately cease to use the Affectli Platform;

c. You will immediately cease to use and shall return or destroy any and all copies of the Affectli Platform and/or Documentation which may have come into your possession or control pursuant to this Agreement; and

d. Authorised Distributor shall immediately cease to provide Services to You and shall be required to terminate the Professional Services Agreement.

12.6. The expiration or termination of this Agreement, for whatever reason, will not discharge or relieve either party from any obligation which accrued prior to such expiration or termination, will not relieve any party that has breached this Agreement from liability for damages resulting from such breach, and will not destroy or diminish the binding force  and  effect  of  any  of  the  provisions  of  this  Agreement  that  expressly,  or  by reasonable  implication,  come  into  or  continue  in  effect  on  or  after  expiration  or termination hereof.

12.7. Any provision in this Agreement which when reasonably read is intended to survive the termination of this Agreement shall survive, including without limitation, the disclaimer of warranties and limitations of liability.

13. Modifications

13.1. Mi-C3 may amend or vary this Standard Mi-C3 End User Subscription Licence Agreement  (EULA),   Customer  Terms  and  the  other components of the Agreement (except any Order Forms) at any time and in its sole discretion. If Mi-C3 makes a material change to the Agreement, Mi-C3 will provide Customer with reasonable notice prior to the change taking effect, either by emailing the email address associated with Customer’s account or by messaging Customer through the Services. Customer can review the most current version of the EULA and other terms at any time by visiting applicable pages on Mi-C3’s website, and by visiting the most current versions of the other pages that are referenced in the Agreement. The materially revised Agreement will become effective on the date set forth in Mi-C3’s notice, and all other changes will become effective upon posting of the change. If Customer (or any Authorised User) accesses or uses the Services after the effective date, that use will constitute Customer’s acceptance of any revised terms and conditions.

14. Choice of Law and Dispute Resolution

14.1. Maltese law shall apply to this agreement. Any interpretation or dispute arising from the Agreement which the parties cannot resolve on their own shall be settled at the Malta Arbitration Centre.

15. Entire Agreement and Severability

15.1. This Agreement, and any Quotes / Proposals approved by you, and any included Terms and Conditions represents the complete and exclusive understanding between You and Mi-C3  regarding  the  Affectli  Platform  and  supersedes  any  prior  purchase  order, confirmation,   advertising,   representation,   or   other   communication.   Any   and  all relationships  or  arrangements  between  the  parties, in relation to the subject-matter hereof,  existing  prior  to  the  execution  of  this  Agreement,  shall  be  deemed  to  be governed and construed by the terms of this Agreement.

15.2. Mi-C3 may unilaterally amend this Agreement, or any exhibit, schedule, or appendix of the Agreement, by giving notice to You and any such amendment will take effect at such specified time after the effective date of the said notice as specified in the notice.

15.3. If You are unwilling for the Agreement to continue as amended, You may terminate the Agreement by giving notice to Mi-C3 no later than the effective date of the amendment.

15.4. For  the  avoidance  of  doubt,  no  unilateral  amendment  will  retroactively  modify  any binding dispute-resolution provisions of the Agreement for any then-pending disputes unless the parties expressly agree otherwise.

15.5. For  the  avoidance  of  doubt,  without  Your  express  written  consent,  a  unilateral amendment will not retroactively eliminate or modify any right or entitlement already exercised by You.

15.6. Insofar as the relationship and obligations between the parties is concerned, if there is any conflict between the Professional Services Agreement entered into with the Authorised  Distributor  and  this  Agreement,  the  provisions  of  this  Agreement  shall prevail.

15.7. Each party shall comply with its respective obligations under applicable data protection legislation and any directions issued thereunder insofar as the processing of personal data in the course of performing one’s obligations under this Agreement, is concerned. Each  party  shall,  to  this  effect  and  to  the  extent  required  under  applicable  data protection  legislation,  enforce  and  maintain reasonable technical and organisational measures to prevent the unauthorised or unlawful processing of personal data and accidental loss or destruction of, or damage to personal data. Such obligations shall survive the termination or expiration of this Agreement.

15.8. Nothing  in  this  Agreement,  and  no  action  taken  by  the  parties  pursuant  to  this Agreement shall be construed as creating an Authorised Distributorship or joint venture of any kind between the parties or as constituting either party as the agent of the other party for any purpose whatsoever, nor shall either party have the authority to bind the other party or act in the name of such party, save and to the extent otherwise provided in this Agreement.

15.9. You shall not, without the prior written consent of Mi-C3, assign, transfer or charge the Affectli Platform or any of your rights and interests under this Agreement. Nor shall You be permitted to sub-contract, outsource or delegate the whole or any part of your obligations under this Agreement without first obtaining the prior written consent of Mi-C3.

15.10. This Agreement shall be binding in its entirety upon and inure to the benefit of the parties thereto and their respective successors and assignees, where applicable.

15.11. A failure or delay by either party to exercise any right or remedy under this Agreement shall not be construed or operated as a waiver of that right or remedy nor shall any single or partial exercise of any right or remedy preclude the further exercise of that right or remedy.

15.12. A waiver or release by either party of any breach of or default under this Agreement shall be made in writing and any such waiver or release shall not be considered a waiver of a preceding or subsequent breach or default.

15.13. The provisions contained in this Agreement shall be construed as independent of every other such provision, so that if any such provision is found to be illegal, invalid and/or unenforceable then such determination shall not affect any other provision of this Agreement, all of which other provisions shall remain in full force and effect, provided that, the parties shall consult together in good faith and agree as to the scope and extent of any modification or amendment necessary to render the provision legal, valid and enforceable, in an attempt to give effect as far as possible to the intention of the parties and spirit of the Agreement.

15.14. You grant Mi-C3 or its designees the non-exclusive licence and right to use your company name and logo as a reference for marketing or promotional purposes on Mi-C3’s our website and in other public or private communications with Mi-C3’s existing or potential customers, subject to Your standard trademark usage guidelines as provided to Mi-C3 from time-to-time.

15.15. The relationship of the Parties hereunder shall be that of independent contractors. Nothing in this Agreement shall be construed to constitute a partnership between or joint venture of the Parties, nor shall either Party be deemed the agent of the other Party or have the right to bind the other Party in any way without the prior written consent of such Party, except as specifically provided in this Agreement.

15.16. Neither party shall be liable for any failure or delay in its performance under this Agreement or any and all addenda due to circumstances beyond its reasonable control (other than the payment of sums due), provided that it notifies the other party as soon as practicable and uses its best efforts to resume performance (such a “Force Majeure Event”).  A  Force  Majeure Event includes, without limitation, strikes, lock-outs, labour troubles, inability to procure materials or services including substantial price increases in  materials  or  services,  impacts  of  pandemics,  epidemics,  failure  of  power,  riots, insurrection, war or other reasons of a like nature not the fault of such Party. The Party shall immediately provide notice to the other Party of such delay, and performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. Each Party agrees to strive to develop and maintain adequate backup systems, procedures and resources to assure their respective performance. Whether an event is a Force Majeure Event shall be at the sole discretion of Mi-C3.

15.17. You hereby give Mi-C3 permission to send you information regarding the Affectli Platform and other products and services of Mi-C3 by various delivery methods, via Documentation as afore described, including via email or over the internet or any other form of electronic communication or otherwise.