Clause, schedule and paragraph headings shall not affect the interpretation of this agreement

A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and unless the context
otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

A reference to writing or written includes e-mail.

Subject to Your continued compliance with the obligations of this agreement, including timely payment of the all applicable fees, We hereby grant You a non-exclusive, non-transferable and non-sublicensable right during the Subscription Term to: (a) allow Users to store, retrieve and share Customer Data through the Services in accordance with the Documentation; and (b) make a reasonable number of copies of the Documentation We directly make available to You, if any, and distribute and use such copies for Your own internal business purposes to support the use of the Services by Authorised Users. The purchase of User Subscriptions from Us gives You the non-exclusive, non-transferable right, without the right to grant sublicenses, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for Your internal business operations.

You agree that You will purchase a User Subscription for each concurrent Authorised User You wish to have access to the Services and that You will procure that all Authorised Users comply with all security and access restrictions imposed by Us with respect to accessing the Services, including by keeping their logon IDs and passwords secure and not sharing their passwords.

Your use of the Services is subject to the Bandwidth Limit as well as the features and functionality of the Service plan level specified in the applicable Order. You shall not access, store, distribute or transmit any Malicious Code, or any material during the course of Your use of the Services that: (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is in breach of law or applicable regulations; (vi) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (vii) is otherwise illegal or causes damage or injury to any person or property; and We reserve the right, without liability or prejudice to its other rights to You, to disable Your access to any material that breaches the provisions of this clause.

You shall not except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or (iii) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or Documentation; or (iv) use the Services and/or Documentation to provide services to third parties; or (v) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; or (vi) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2.

You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Us.

We may make third party applications, which are licensed separately by their provider, available to You for use in connection with the Services (“Third Party Products”). We make no warranty of any kind and We assume no liability whatsoever for Your use of such Third Party Products.

Subject to payment of the relevant fees, We will, as part of the Services provide You with Our Support Services during a Business Day in accordance with Our Support Services Policy as described further under Annex 1. We may amend the Support Services Policy at Our sole and absolute discretion from time to time.

You may wish to receive certain professional services, implementation, operational or technical services (referred to as “Professional Services”) as described in a mutually agreed upon Statement of Work (“SOW”) accompanying the applicable Order. Each SOW will include, at a minimum: (i) a description of the Professional Services and any work product or other tangible and/or training materials to be developed and/or provided to You (each, a “Deliverable”); (ii) the scope of Professional Services; and (iii) the applicable fees and payment terms for such Professional Services unless specified in the corresponding Order.

Deliverables and Ownership. Deliverables. Unless otherwise set forth in the applicable SOW, We shall own all rights, title and interest in and to the Deliverables (excluding any Customer Property, defined below), and related intellectual property rights. Subject to terms and conditions of the agreement, and during the Subscription Term, We hereby provide You with a limited, non-exclusive, non-transferable and terminable licence to use the Deliverables Our Tools. Nothing herein shall be construed to assign or transfer any intellectual property rights in the proprietary tools, libraries, know-how, techniques and expertise (“Our Tools”) used by Us to develop the Deliverables, and to the extent as such Our Tools are delivered with or as part of the Deliverables, they are licensed, not assigned, to You, on the same terms as the Deliverables. Customer Property. You shall own all rights, title and interest in and to any Customer Property. “Customer Property” means any technology, data, logos, Customer-specific business processes, or deliverables, including, without limitation, as such materials are designated as Customer-owned property in a SOW. We shall have the right to use any such Customer Property solely for the purpose of providing the Professional Services to You hereunder and as set forth in the applicable SOW.

Professional Services Warranty. In regard to Professional Services only, We warrant that the Professional Services will be performed for and delivered to You in a professional and workmanlike manner in accordance with the laws and governmental regulations applicable to the performance of such Professional Services consistent with prevailing good industry practice and standards. You acknowledge that the Our ability to successfully perform Professional Services is dependent upon Your provision of timely information that is required by Us, access to relevant resources, and participation, as set out as Customer obligations in a SOW.

We shall, in providing the Services to You, comply with Our Privacy Notice as set forth at www.silverow.com/privacypolicy.

You shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Data. You agree: (i) to ensure that any Customer Data (including the storage and transmission thereof) complies with this agreement and any and all applicable laws and regulations; (ii) promptly handle and resolve any notices or claims relating to the Customer Data; (iii) maintain appropriate security, and protection of devices accessing the Services.

Without limiting Section 6.2 (Warranties and Disclaimer) or Your obligations under this agreement, We will implement commercially reasonable administrative, physical and technical measures including disaster recovery procedures designed to secure the Customer Data against accidental or unlawful loss, access or disclosure. To the extent that We process any Personal Data contained in Customer Data, on Your behalf, in the provision of the Services, We shall do so based solely on Your instructions and according to Our Privacy Notice. At all times, You shall be the data controller and We shall be the data processor.

We warrant that while the corresponding-paid for User Subscription(s) is in effect, that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care. Subject to the notice and cure provisions of Section 13.2, Your sole and exclusive remedy and Our entire liability for a breach of this warranty shall be for Us to use commercially reasonable endeavours to modify the Services to substantially achieve all respects the functionality described in the Documentation and if We are unable to restore such functionality, You shall be entitled to terminate the applicable Order and receive a pro-rated refund of the fee for Your Subscription for the corresponding remaining period of the Subscription. The warranties set forth herein are made to and for the benefit of You only.

The warranty at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Our instructions, or modification or alteration of the Services by any party other than Us or Our duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, We will at Our expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide You with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes Your sole and exclusive remedy for any breach of the undertaking set out in clause 6.1. Notwithstanding the foregoing, We: (i) do not warrant that Your use of the Services will be uninterrupted or error-free or free of harmful components; or that the Services, Documentation and/or the information obtained by You through the Services will meet Your requirements and You understand and acknowledge that the Services are provided “as-is” and We do not agree to any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose or non-infringement; and (ii) are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and You acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

We warrant that We have and will maintain all necessary licences, consents, and permissions necessary for the performance of Our obligations under this agreement.

You shall provide Us with: (i) all necessary co-operation in relation to this agreement; and (ii) all necessary access to such information as may be required by Us in order to provide the Services, including but not limited to Customer Data, security access information and configuration services.

You agree to: (i) comply with all applicable laws and regulations with respect to Your activities under this agreement; (ii) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in Your provision of such assistance as agreed by the parties, We may adjust any agreed timetable or delivery schedule as reasonably necessary; (iii) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and be responsible for any Authorised User’s breach of this agreement; (iv) obtain and shall maintain all necessary licences, consents, and permissions necessary for Us, our contractors and agents to perform their obligations under this agreement, including without limitation the Services; (v) ensure that Your network and systems comply with the relevant specifications provided by Us from time to time; and (vi) be solely responsible for procuring and maintaining Your network connections and telecommunications links from Your systems to Our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Your network connections or telecommunications links or caused by the internet.

You shall pay all fees specified in the Order. Except as otherwise specified herein or in an Order: (i) fees are based on Services and User subscriptions purchased and not actual usage; (ii) payment obligations are non-cancellable and fees paid are non-refundable; and (iii) quantities of User purchased cannot be decreased during the Subscription Term.

You will provide us with valid and up to date credit card information or with a valid purchase order. If You provide Us with credit card information, You authorise Us to charge such credit card for all purchased Services listed in the Order for the initial Subscription Term and any renewal subscription term(s) as set forth in clause 13.1. Such payments shall be made in advance, either monthly or as otherwise stated on the Order. If the Order states that payment will be by a method other than credit card, We will invoice You in advance and all fees are due within thirty (30) days of date of invoice. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes.

Overdue payments will bear interest at 4% per annum above the base rate of Natwest Bank or the maximum rate permitted by law, whichever is lower.

If any amount owing by You under this agreement is thirty (30) days or more overdue (or ten (10) days in the case of amounts You have authorised Us to charge to Your credit card), We may, without limiting Our other rights and remedies, suspend Our Services to You until such amounts are paid in full.

Our fees are exclusive of taxes and You will promptly pay or reimburse Us for all taxes due under this agreement.

You acknowledge and agrees that We and/or our licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant You any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation. In the event that You make suggestions, improvements or modifications to Us regarding any features, functionality or performance that We adopt for any of our products or services, such features, functionality or performance shall be deemd to be automatically assigned under this agreement and shall become the sole and exclusive property of Ours.

We confirm that We have all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party’s Confidential Information shall not be deemed to include information that:

is or becomes publicly known other than through any act or omission of the receiving party;

was in the other party’s lawful possession before the disclosure;

is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

is independently developed by the receiving party, which independent development can be shown by written evidence; or

Subject to clause 10.4, each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.

Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.

A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 10.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

You acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Our Confidential Information.

We acknowledges that Your Data is the Confidential Information of You.

No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

You shall defend, indemnify and hold harmless Us against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with Your use of the Services and/or Documentation, provided that:(i) You are given prompt notice of any such claim; (ii) We provide reasonable co-operation to You in the defence and settlement of such claim, at Your expense; and (iii) You are given sole authority to defend or settle the claim.

We shall defend You, Your officers, directors and employees against any claim that the Services or Documentation infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify You for any amounts awarded against You in judgment or settlement of such claims, provided that: (i) We are given prompt notice of any such claim; (ii) You provide reasonable co-operation to Us in the defence and settlement of such claim, at Our expense; and (iii) We are given sole authority to defend or settle the claim. In the defence or settlement of any claim, We may procure the right for You to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably commercially available, terminate this agreement on ten (10) Business Days’ notice to You without any additional liability or obligation to pay liquidated damages or other additional costs to You.

In no event shall We, Our employees, agents and sub-contractors be liable to You to the extent that the alleged infringement is based on: (i) a modification of the Services or Documentation by anyone other than Us; or (ii) Your use of the Services or Documentation in a manner contrary to the terms of this agreement; or (iii) Your use of the Services or Documentation after notice of the alleged or actual infringement from Us or any appropriate authority. The foregoing and clause 12.3 state Your sole and exclusive rights and remedies, and Our (including Our employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

Except as expressly and specifically provided in this agreement: (i) You assume sole responsibility for results obtained from the use of the Services and the Documentation by You, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Us by You in connection with the Services, or any actions taken by Us at Your direction; (ii) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and (iii) the Services and the Documentation are provided to You on an “as is” basis.

Nothing in this agreement excludes the liability of Us for death or personal injury caused by Our negligence; or for fraud or fraudulent misrepresentation.

Subject to clause 12.1 and clause 12.2: (i) We shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and (ii) Our total aggregate liability in contract (including in respect of the indemnity at clause 11.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the amounts paid for the specific use of the Services giving rise to the claim in the one (1) month preceding the event first giving rise to the claim.

If any provision of this agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this agreement will otherwise remain in full force, effect and enforceable.

This agreement is not assignable, transferable or sub licensable by You except with Our prior written consent. This agreement, together with any Order, SOW’s and any Annexes, which are incorporated and included into this agreement, constitutes the entire agreement between the parties and supersedes any and all prior agreements or communications with regard to the subject matter hereof. In the event of a conflict between terms of this agreement and an Order, the terms of the Order shall prevail.

No agency, partnership, joint venture, or employment is created as a result of this agreement and You do not have any authority of any kind to bind Us in any respect whatsoever. In any action or proceeding to enforce rights under this agreement, the prevailing party will be entitled to recover costs and legal fees.

All notices under this agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested, and sent to the address specified herein.

This agreement, any dispute or claim shall be governed by the laws of England and Wales, without regard to its conflict of law’s provisions and the parties agree to that the courts of England and Wales shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this agreement.

The parties shall work together in good faith to issue at least one mutually agreed upon press release within ninety (90) days of the Effective Date, and You agree to reasonably cooperate with Us to serve as a reference account upon request. We agree that use of the Your logo shall be subject to Your written consent and in accordance with Your logo use guidelines as provided to Us.

The Services, any other technology and derivatives thereof may be subject to export laws and regulations of the United Kingdom and other jurisdictions. You shall not permit access or use of any of the Services in an embargoed country or in breach of any UK export law or regulation.

This agreement will commence of the Effective Date and will remain in effect for the duration of the Subscription Term specified in the Order or unless otherwise terminated as provided for in clause 13.3 below. Unless otherwise stated in the Order, each Subscription Term shall be in effect for one (1) Month and shall automatically renew for additional one (1) month periods unless You give thirty (30) days written notice of non-renewal or unless otherwise terminated in accordance with the remaining provisions of this clause 13.

A party may terminate this agreement for cause: (i) upon ten (10) days written notice to the other part of a material breach 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, receivership, liquidation or assignment for the benefit of creditors. Any failure by You to pay fees owing hereunder will constitute a material breach of this agreement.

Upon termination or expiration of this agreement for any reason: (i) You shall immediately cease all use of the Services and/or the Documentation; and (ii) You will, within five (5) days of such termination or expiration, destroy all copies of the Software, Documentation and Confidential Information of Us. For a period of ten (10) days following termination or expiration of this agreement and/or Subscription Term and subject to written request by You, We will grant You with limited access to the Services solely for the purposes of retrieving Your Customer Data. After such ten (10) day period, We will have no obligation to maintain the Customer Data and will delete the Customer Data unless legally prohibited.
Upon any expiration or termination of this agreement, the following clauses will survive: clauses 5-15

Upon any expiration or termination of this agreement, the following clauses will survive: clauses 5-15

We shall have no liability to You under this agreement if we are prevented from or delayed in performing Our obligations under this agreement, or from carrying on Our business, by acts, events, omissions or accidents beyond Our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving Our workforce or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that You are notified of such an event and its expected duration.

If any provision of this agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this agreement will otherwise remain in full force, effect and enforceable.

This agreement is not assignable, transferable or sub licensable by You except with Our prior written consent. This agreement, together with any Order, SOW’s and any Annexes, which are incorporated and included into this agreement, constitutes the entire agreement between the parties and supersedes any and all prior agreements or communications with regard to the subject matter hereof. In the event of a conflict between terms of this agreement and an Order, the terms of the Order shall prevail.

No agency, partnership, joint venture, or employment is created as a result of this agreement and You do not have any authority of any kind to bind Us in any respect whatsoever. In any action or proceeding to enforce rights under this agreement, the prevailing party will be entitled to recover costs and legal fees.

All notices under this agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested, and sent to the address specified herein.

This agreement, any dispute or claim shall be governed by the laws of England and Wales, without regard to its conflict of law’s provisions and the parties agree to that the courts of England and Wales shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this agreement.

The parties shall work together in good faith to issue at least one mutually agreed upon press release within ninety (90) days of the Effective Date, and You agree to reasonably cooperate with Us to serve as a reference account upon request. We agree that use of the Your logo shall be subject to Your written consent and in accordance with Your logo use guidelines as provided to Us.

The Services, any other technology and derivatives thereof may be subject to export laws and regulations of the United Kingdom and other jurisdictions. You shall not permit access or use of any of the Services in an embargoed country or in breach of any UK export law or regulation.