Terms and Conditions

These Terms and Conditions (the “Agreement”) and any executed Orders constitutes a binding agreement between Varisource, Inc (“Varisource” or “Service Provider”) and the Customer (identified in the order form), are incorporated here in and shall govern the provision of the Services (defined below). The Customer and its Affiliates may place orders under this Agreement by submitting separate Order(s). This Agreement shall commence on the Effective Date of Customer’s first executed Order (“Effective Date”). 

Varisource reserves the right to make change or updates to these Terms and Conditions at any time. 
‍
‍1.  DEFINITIONS  
‍1.1  In this Agreement (including all Annexures hereto), unless otherwise stated or unless the context otherwise requires, the words and expressions beginning with capital letters (other than clause headings) shall have the meaning set out below:  
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.
“Control” for purposes hereof, means direct or indirect ownership or control of more than 50% (Fifty Percent) of the voting interests of the subject entity.  “Authorized Contractors” means independent contractors, licensors or subcontractors.  
“Customer Data” means all the data, records, files, images, graphics, audio, video, photographs, reports, forms and other content and material, in any format, that are submitted, stored, posted, displayed, transmitted or otherwise used with the Subscription Services.  
“Deliverable” means any work product, deliverables, programs, interfaces, modifications, configurations, reports, or documentation developed or delivered in the performance of Professional Services.  
“Documentation” means Varisource’s product guides and other end user documentation for the Subscription Services made available to the Customer, and as may be updated by Varisource from time to reflect the then-current Subscription Services.
“Order” or “Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between Varisource and Customer from time to time, including any addenda and supplements thereto. Affiliates of the Customer may purchase Services subject to this Agreement by executing Orders hereunder.  
“Professional Services” means the data consulting, data engineering, and data integration effort that Varisource shall perform as described in an Order or in an SOW. 
“Services” means the Subscription Services and Professional Services that Customer may purchase under an Order. 
“Subscription Services” means the cloud platform made available by Varisource to Customer, along with the utilization of the software made available by Varisource to Customer online via the applicable customer logins and/or associated Support Services, as ordered by Customer under an Order, as applicable.
“Support Services” means the level of support services purchased by Customer pursuant to an Order.
“Subscription Term” means the term of Subscription Services purchased by Customer which shall commence on the start date specified in the applicable Order and continue for the subscription term specified there in and any renewals thereto.
‍
2.  SUBSCRIPTION SERVICES
2.1  Provision of Subscription Services 
‍(a)        Varisource will make the Subscription Services available to Customer pursuant to this Agreement, the Documentation and the relevant Order Form during the Subscription Term, solely for Customer’s internal business purposes. Affiliates and its Authorized Contractors of Varisource may perform certain aspects of the Services however Varisource remain fully liable for same and responsible for ensuring that all the obligations of Varisource under this Agreement performed by its Affiliates and its Authorized Contractors are carried out in accordance with this Agreement
(b)        Customer’s Affiliates and its Authorized Contractors may access certain aspects of the Services and Customer Data hosted or provided through such Services provided that Customer remain fully liable for same and responsible for ensuring that any of Customer’s obligations under this Agreement performed by its Affiliates and its Authorized Contractors are carried out in accordance with this Agreement. Customer's use of the Subscription Services includes the right to access only such functionality as agreed as part of the Subscription Services during the Subscription Term.
(c)        So long as Varisource does not materially degrade the functionality, as described in the Documentation, of the Subscription Services during the applicable Subscription Term: (i) Varisource may modify the systems and environment used to provide the Subscription Services to reflect changes in technology, industry practices and patterns of system use; and (ii) update the Documentation accordingly. Subsequent updates, upgrades, enhancements to the Subscription Services made generally available to all subscribing customers will be made available to Customer at no additional charge, but the purchase of Subscription Services is not contingent on the delivery of any future functionality or features. New features, functionality or enhancements to the Subscription Services may be marketed separately by Varisource and may require the payment of additional fees. Varisource will determine, in its sole discretion, whether access to such new features, functionality or enhancements will require an additional fee.

‍3.  SECURITY AND DATA PRIVACY 
3.1  Security and Internal Controls In accordance with Varisource’s Data Security Policy, Varisource shall: 
(a)        Maintain a security framework of policies, procedures, and controls that includes administrative, physical, and technical safeguards for protection of the security and integrity of the Subscription Services, and of the Customer Data contained within the Subscription Services, using the capabilities of currently available technologies and in accordance with prevailing industry practices and standards; 
(b)        Access and use the Customer Data solely to perform its obligations in accordance with the terms of this Agreement; and   
‍3.2  Data Privacy In performing the Subscription Services, Varisource will comply with the Varisource’s Privacy Policy available at its website and incorporated herein by reference. The Privacy Policy is subject to change at Varisource’s discretion; however, any policy changes will not result in a material reduction in the level of protection provided for Customer Data during the Subscription Term. 
‍
‍4.  CUSTOMER OBLIGATIONS 
‍4.1  Customer Covenants and Obligations 
Customer agrees and undertakes to: (a) access and use the Services in accordance with this Agreement, applicable laws and government regulations; (b) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Varisource promptly of any such unauthorized access or use; and (c) ensure that its personnel/authorized representatives must not misrepresent or obscure their identity in any way or share their login credentials with others, and should never attempt to engage with product using other’s credentials. 
‍4.2  Customer Data
‍Customer has and shall maintain all rights as are required to allow Varisource to provide the Subscription Services to Customer as set forth in this Agreement, including without limitation to send the Customer Data to Varisource pursuant to this Agreement and to allow Varisource to access, use, and store Customer Data to provide the Subscription Services pursuant to this Agreement. Customer is responsible for its legal and regulatory compliance in its use of any Subscription Services and shall make Varisource aware of any Customer Data processed, stored or transmitted through the Subscription Services. If, in the course of providing Subscription Services, Varisource agrees in writing to process such Customer Data and Customer has subscribed to any applicable Subscription Services, Varisource shall process it only as permitted under this Agreement and in compliance with data protection legislation to which Varisource is subject as a service provider. 
‍4.3  Restrictions 
Customer shall not: (a) license, sublicense, sell, resell, rent, lease, transfer, distribute or otherwise similarly exploit the Subscription Services; (b) use or permit others to use any security testing tools in order to probe, scan or attempt to penetrate or as certain the security of the Subscription Services; (c) copy, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Subscription Services or any part thereof or otherwise attempt to discover any source code or modify the Subscription Services; or (d) disclose any benchmark or performance tests of the Subscription Services. 
‍
‍5.  VARISOURCE’S OBLIGATIONS FOR PROFESSIONALSERVICES 
‍5.1  Professional Services 
For any Professional Services, Varisource will provide Customer with Professional Services as set forth in the applicable SOW. Each SOW will include, at a minimum: (a) a description of the Professional Services and any Deliverable to be delivered to Customer; (b) the scope of Professional Services; (c) the schedule for the provision of such Professional Services; and (d) the applicable fees and payment terms for such Professional Services, if not specified elsewhere. 
‍5.2  Change Orders
‍Changes to an SOW or Order Form will require, and shall become effective only when, fully documented written change order (each a “Change Order”) is executed by duly authorized representatives of the parties prior to implementation of the changes. Such changes may include, for example, changes to the scope of work and any corresponding changes to the estimated fees and schedule. Change Orders shall be deemed part of, and subject to, this Agreement.  
‍5.3  Designated Contact and Cooperation
‍Customer will cooperate with Varisource, and will provide Varisource with accurate and complete information, and provide Varisource with such assistance and access as Varisource may reasonably request, and will fulfill its responsibilities as set forth in this Agreement and the applicable SOW.

‍6.  FEES AND PAYMENT  
‍6.1  Fees 
Customer shall pay all fees specified in each Order and SOW and any applicable additional fees if Customer exceeds the allotted capacity or other applicable limits specified in the Order. Except as otherwise specified herein or in an Order or SOW: (a)fees are payable in USD, (b) fees are based on Services purchased, (c) payment obligations are non-cancelable and fees paid are non-refundable, (d) all Services shall be deemed accepted upon delivery; and (e) the Subscription Services purchased cannot be decreased during the relevant Subscription Term. Customer shall reimburse Varisource for out-of-pocket expenses incurred by Varisource in connection with its performance of Services. Varisource will provide Customer with reasonably detailed invoices for such expenses. All amounts payable under this Agreement will be made without setoff or counterclaim, and without any deduction or withholding.  
‍6.2  Invoicing and Payment 
Unless otherwise specified in an Order, fees for Subscription Services specified in an Order will be invoiced annually in advance, fees for overages will be calculated and invoiced monthly in arrears, and, unless otherwise set forth in an SOW, all fees and expenses for standard Professional Services as described in Clause 5.1 shall be invoiced upon completion, and all fees and expenses for non-standard Professional Services as described in 5.2 will be invoiced monthly in arrears on a time and materials basis. Except as otherwise stated in the applicable Order or SOW, Customer agrees to pay all invoiced amounts within thirty (30) days of invoice date. If Customer fails to pay any amounts due under this Agreement by the due date, in addition to any other rights or remedies it may have under this Agreement or by matter of law: (a) Varisource reserves the right to suspend the Subscription Services upon thirty (30) days’ notice, until such amounts are paid in full; and (b) Varisource will have the right to charge interest at a rate equal to the lesser of one and one point five percent (1.5%) per month or the maximum rate permitted by applicable law until Customer pays all amounts due. 
‍6.3  Taxes
‍Fees for Services exclude all taxes including sales tax, value added tax, goods and services tax, all federal, state, local, and foreign taxes, levies, tariffs, duties, assessments and other indirect taxes and duties, etc., (collectively referred to as “Taxes”) imposed with respect to the sale, delivery, or use of any product or Services covered hereby. Unless Customer provides a valid, signed certificate or letter of exemption for each respective jurisdiction of its tax-exempt status, Customer is responsible for payment of all Taxes arising from Varisource’s provision of the Services hereunder, except any taxes assessed on Varisource’s net income. If Varisource is required to directly pay or collect Taxes related to Customer’s use or receipt of the Services here under, Customer agrees to promptly reimburse Varisource for any amounts paid by Varisource. Where pursuant to requirement under the applicable law, the Customer deducts any taxes at source from any the payment made to Varisource, the Customer agrees to promptly deposit the taxes within the timelines prescribed under the applicable laws, with the government treasury and furnish the requisite tax deduction certificate, within the prescribed timelines under the applicable law for the taxes that have been withheld.  

‍7.  PROPRIETARY RIGHTS  
‍7.1  Subscription Services  
Except for the rights expressly granted under this Agreement, Varisource and its licensors retain all right, title and interest in and to the Subscription Services and Documentation, including all related intellectual property rights therein. Varisource reserves all rights in and to the Subscription Services and Documentation not expressly granted to Customer under this Agreement. Customer will not delete or in any manner alter the copyright, trademark, and other proprietary notices of Varisource. 
‍7.2  Customer Data
‍As between Customer and Varisource, Customer is and will remain the sole and exclusive owner of all right, title and interest to all Customer Data, including any intellectual property rights therein. Customer hereby grants Varisource, its Affiliates and applicable Authorized Contractors all necessary rights to host, use, process, store, display and transmit Customer Data for Varisource to provide the Services in accordance with this Agreement and Varisource’s Privacy Policy. Customer represents that it has, and warrants that it shall maintain, all rights as required to allow Varisource to compile, use, store, and retain aggregated Customer Data, including without limitation in combination with other Varisource customers’ data, for internal or marketing uses (provided that no such marketing use shall include any Customer Data that can identify Customer or its customers). Subject to the limited licenses granted herein, Varisource acquires no right, title or interest from Customer or Customer licensors here under in or to Customer Data, including any intellectual property rights therein. Customer reserves all rights in and to the Customer Data that are not expressly granted to Varisource pursuant to this Agreement.  
‍7.3 Deliverables 
Excluding any property that constitutes Proprietary IP, any Deliverables shall be the sole property of Customer upon Customer’s payment in full of all associated Professional Services fees. Varisource shall execute and, at Customer’s written request, require its personnel to execute any document that may be necessary or desirable to establish or perfect Customer’s rights to the ownership of such Deliverables. For purposes of this Agreement, “Proprietary IP” means any and all technology and information, methodologies, data, designs, ideas, concepts, know-how, techniques, user-interfaces, templates, documentation, software, hardware, modules, development tools and other tangible or intangible technical material or information that Varisource possesses or owns prior to or post the commencement of Professional Services or which it develops independent of any activities governed by this Agreement, and any derivatives, modifications or enhancements made to any such property. Proprietary IP shall also include any enhancements, modifications or derivatives made by Varisource to the Proprietary IP while performing Professional Services hereunder, and any software, modules, routines or algorithms which are developed by Varisource during the term in providing the Professional Services to Customer, provided such software, modules, routines or algorithms have general application to work performed by Varisource for its other customers and do not include any content that is specific to Customer or which, directly or indirectly, incorporate or disclose Customer’s Confidential Information. 
‍7.4  Proprietary IP License
‍To the extent that Varisource incorporates any Proprietary IP into any Deliverables, then Varisource hereby grants Customer a limited, royalty-free, non-exclusive, non-transferable (subject to Clause 14.11), without right to sublicense, license to use such Proprietary IP delivered to Customer solely as necessary for and in conjunction with Customer's use of the Deliverables.  

‍8.  CONFIDENTIALITY  
‍8.1  Definition of Confidential Information  
“Confidential Information” means all confidential or proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or reasonably should be understood to be confidential given the nature of information and the circumstances of disclosure. Without limiting the coverage of these confidentiality obligations, the parties acknowledge and agree that Confidential Information of each party shall include the terms and conditions of this Agreement (including pricing and other terms set forth in all Order Forms and/or SOWs hereunder), related benchmark or similar test results, other technology and technical information, security information, security audit reports, and business and marketing plans, except that Varisource may reference and use Customer’s name, logos and the nature of the Services provided hereunder in Varisource’s business development and marketing efforts.  
‍8.2  Exceptions  
Confidential Information shall not include information that: (a) is or becomes publicly available without a breach of any obligation owed to the Disclosing Party, (b) is already known to the Receiving Party at the time of its disclosure by the Disclosing Party, without a breach of any obligation owed to the Disclosing Party, (c) following its disclosure to the Receiving Party, is received by the Receiving Party from a third party without breach of any obligation owed to Disclosing Party, or (d) is independently developed by Receiving Party without reference to or use of the Disclosing Party’s Confidential Information. 
8.3  Protection of Confidential Information 
‍The Receiving Party shall use the same degree of care used to protect the confidentiality fits own Confidential Information of like kind (but in no event less than reasonable care), and, except with Disclosing Party’s written consent, shall: (a) not use any Confidential Information of Disclosing Party for any purpose outside the scope of this Agreement and (b) limit access to Confidential Information of Disclosing Party to those of its and its Authorized Contractors, Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have a duty or obligation of confidentiality no less stringent than that set forth herein.  
‍8.4  Lawful Disclosure 
The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required by applicable law, regulation or legal process, provided that the Receiving Party: (a) provides prompt written notice to the extent legally permitted; (b) provides reasonable assistance, at Disclosing Party's cost, in the event the Disclosing Party wishes to oppose the disclosure; and (c) limits disclosure to that required by law, regulation or legal process.  

‍9.  REPRESENTATIONS, WARRANTIES AND DISCLAIMERS
9.1  Varisource Representations & Warranties  
Varisource represents and warrants that: (a) Varisource has the legal authority to enter into this Agreement; (b) the Subscription Services will materially conform with the relevant Documentation, (c) the functionality and security of the Subscription Services will not be materially decreased during a Subscription Term; and (d) Professional Services will be performed in a competent and workman like manner consistent with generally accepted industry standards.  
‍9.2  Remedies  
For any failure of any Subscription Services or Professional Services, as applicable, to conform to their respective warranties, Varisource’s liability and Customer’s sole and exclusive remedy shall be for Varisource, in the case of abreach of the warranty set forth in Clause 9.1(b), (c), and/or (d), to use commercially reasonable efforts to correct such failure; or, in the case of abreach of the warranty set forth in Clause 9.1(d) to re-perform the affected Professional Services. If the foregoing remedies are not commercially practicable, Varisource may, in its sole discretion, terminate the applicable Order or SOW upon providing Customer with written notice thereof, and, as Customer’s sole and exclusive remedy, refund to Customer: (a) in the case of breach of the warranty set forth in Clause 9.1(b) or (c), any Subscription Services fees paid by Customer with respect to the unexpired portion of the current Subscription Term for the non-conforming Subscription Services; or (b) in the case of breach of the warranty set forth in Clause 9.1(d), any fees paid by Customer for the portion of Professional Services giving rise to the breach.  
‍9.3  Customer Representations & Warranties.  
Customer represents and warrants that: (a) it has the legal authority and capacity to enter into this Agreement, and (b) it will use the Services in accordance with the terms and conditions set forth in this Agreement and in compliance with all applicable laws, rules and regulations.  
‍9.4  Disclaimer 
‍EXCEPT ASEXPRESSLY PROVIDED HEREIN, VARISOURCE MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, ORAL OR WRITTEN, STATUTORY OR OTHERWISE, AND VARISOURCE HEREBY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTIES OF MERCHANT ABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY WARRANTY WITH RESPECT TO THE QUALITY, PERFORMANCE, ACCURACY OR FUNCTIONALITY OF THE SERVICES OR THAT THE SERVICES ARE OR WILL BE ERROR FREE OR WILL ACCOMPLISH ANY PARTICULAR RESULT.  

‍10.  INDEMNIFICATION  
‍10.1  Indemnification by Varisource  
Varisource shall indemnify, defend and hold Customer harmless from and against any judgments, settlements, costs and fees reasonably incurred (including reasonable attorney’s fees) resulting from any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that the use of the Subscription Services hereunder infringes or misappropriates the valid intellectual property rights of a third party (a “Claim Against Customer”); provided that Customer: (a) promptly gives Varisource written notice of the Claim Against Customer; (b) gives Varisource sole control of the defense and settlement of the Claim Against Customer (provided that Varisource may not settle any Claim Against Customer unless the settlement unconditionally releases Customer of all liability); and (c) provides to Varisource all reasonable assistance, at Varisource’s expense. In the event of a Claim Against Customer, or if Varisource reasonably believes the Subscription Services may infringe or misappropriate, Varisource may in Varisource’s sole discretion and at no cost to Customer: (i) modify the Subscription Services so that they no longer infringe or misappropriate, without breaching Varisource’s warranties hereunder, (ii) obtain a license for Customer’s continued use of Subscription Services in accordance with this Agreement, or (iii) terminate Customer’s subscriptions for such Subscription Services and refund to Customer any prepaid fees covering the remainder of the term of such subscriptions after the effective date of termination. Not withstanding the foregoing, Varisource shall have no obligation to in demnify, defend, or hold Customer harmless from any Claim Against Customer to the extent it arises from: (A) Customer Data, (B) use by Customer after notice by Varisource to discontinue use of all or a portion of the Subscription Services, (C) use of Services by Customer in combination with equipment or software not supplied by Varisource where the Service itself would not be infringing, (D) or Customer’s breach of this Agreement.  
‍10.2  Indemnification by Customer  
Customer shall indemnify, defend and hold Varisource harmless from and against any judgments, settlements, costs and fees reasonably incurred (including reasonable attorney’s fees) resulting from any claim, demand, suit or proceeding made or brought against Varisource by a third party alleging that Customer Data violates applicable law or a third party’s rights.  
‍10.3  Exclusive Remedy
This Clause 10 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Clause.

‍11.  LIMITATION OF LIABILITY 
‍OTHER THANEACH PARTY’S OBLIGATIONS SET FORTH IN CLAUSE 10 (INDEMNIFICATION), NEITHER PARTY'S TOTAL AGGREGATE LIABILITY RELATING TO THIS AGREEMENT (WHETHER INCONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER FOR THOSE SERVICES GIVING RISE TO SUCH CLAIM UNDER THE APPLICABLE ORDER FORM AND/OR SOW IN THE (TWELVE) 12 MONTHS PRECEDING THE APPLICABLE INCIDENT.  
‍11.2  Exclusion of Consequential and Related Damages 
NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.  
‍11.3  Other Limitations  
In no event shall Varisource be liable to the Customer to the extent that the alleged infringement of a third party intellectual property is based on or connected with: (a) a modification of the Services or Documentation by anyone other than Varisource;(b) the Customer’s use of the Services or Documentation in a manner contrary to the instructions given to the Customer by Varisource; or (c) the Customer’s use of the Services or Documentation after notice of the alleged or actual infringement from Varisource or any appropriate authority. Not withstanding anything contained in this Agreement, Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by Customer, and for conclusions drawn from such use and Varisource shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts, Customer Data provided to Varisource by the Customer in connection with the utilization of the Services, or any actions taken by Varisource at the Customer’s direction.  

‍12.  TERM AND TERMINATION  
‍12.1  Term of Agreement  
This Agreement commences on the Effective Date and continues until otherwise terminated, by written agreement of the parties, in accordance with Clause 12.3 or upon the expiration of the last Subscription Term or renewal thereof.  
‍12.2  Renewal of Subscription Services
‍Except as otherwise specified in the applicable Order, the Subscription Services shall automatically renew for successive one-year periods, unless and until terminated by either party in accordance herewith or unless either party provides written notice of non-renewal to the other party at least sixty (60)days prior to the end of the then-current Subscription Term. Except to the extent as otherwise agreed at the time of execution of the Order Form, Varisource shall be entitled to increase the pricing applicable to the renewal of any then-current Subscription Term by providing Customer with a written notice thereof at least forty-five (45) days prior to the end of such term.  
‍12.3  Termination 
A party may terminate this Agreement (or, at such party’s option, the individual Order Forms or SOWs affected by the applicable breach), for cause: (a) upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such same thirty (30) day period; or (b)automatically if the other party becomes the subject of a petition in bankruptcy or other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Upon termination of an Order or SOW for a cause, by Customer and upon Customer’s written request, Varisource shall refund, on a pro rata basis, any fees paid there under that cover the remainder of the applicable Subscription Term after the effective date of termination. Upon termination of an Order or SOW for cause by Varisource, all amounts owed by Customer there under shall become due and payable. In no event shall any termination relieve Customer of the obligation to pay all fees payable to Varisource for the period prior to the effective date of termination.  
‍12.4  Data Portability and Deletion  
Upon a written request made by Customer within seven (7) days of termination or expiration of the Subscription Services, Varisource will make Customer Data available to Customer for export or download as provided in the Documentation. At the end of such seven (7) day period, Varisource will be entitled to erase, delete, destroy and/or otherwise render inaccessible any Customer Data, unless legally prohibited. Varisource has no obligation to retain or to maintain the Customer Data or assist with its transition after expiry this seven (7) day period post expiration or termination of Subscription Services.  
‍12.5  Survival  
This Clause, Clauses 7 (Proprietary Rights), 8 (Confidentiality), 9.4 (Disclaimer),10 (Indemnification), 11 (Limitation of Liability), 12.4 (Data Portability and Deletion), 13 (Notices, Governing Law and Jurisdiction)and 14 (General Provisions) and any other rights and obligations of the parties hereunder that by their nature are reasonably intended to survive termination or expiration, shall survive any termination or expiration of this Agreement.  

‍13.  NOTICES, GOVERNING LAW AND JURISDICTION  
‍13.1  Manner of Giving Notice  
Except as otherwise specified in this Agreement, all legal notices of default, breach or termination (“Legal Notices”) hereunder shall be in writing and shall be deemed to have been given upon: (a) personal delivery, (b) the fifth business day after being sent by certified mail return receipt requested, or (c) the first business day after sending by a generally recognized international guaranteed overnight delivery service. Each party shall send all Legal Notices to the other party at the address set forth in the applicable Order Form or SOW, as such party may update such information from time to time, with, in the case of notices sent by Customer, a copy sent to the Varisource Legal Department at the address first set forth above. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer on the applicable Order.  
‍13.2  Governing Law and Jurisdiction.  
This Agreement and all matters arising out of or relating to this Agreement between the parties shall be governed and construed in accordance with the laws of the state of Florida. Any dispute arising out of or relating to this Agreement shall subject to the exclusive jurisdiction of the courts of Florida, USA 

‍14.  GENERAL PROVISIONS 
‍14.1  Subscription Service Analyses  
Varisource may: (a) compile statistical and other information related to the performance, operation and use of the Subscription Services, and (b) use, and share data from the Subscription Services environment in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes (clauses (a) and (b) above are collectively referred to as “Subscription Service Analyses”). Subscription Service Analyses will not incorporate any information, including Customer Data, in a form that could serve to identify Customer or an individual. Varisource retains all intellectual property rights in Subscription Service Analyses.  
‍14.2  Relationship of the Parties  
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.  
‍14.3  Non-Solicitation  
Customer agrees that during the term of each Order Form and/or SOW and for twelve (12)months thereafter, it will not recruit or otherwise solicit for employment any person employed by Varisource who participated in the performance of Services under the applicable Order Form and/or SOW. Nothing in this clause shall be construed to prohibit individual Varisource employees from responding to public employment advertisements, postings or job fairs of Customer, provided such response is not prompted by Customer intentionally circumventing the restrictions of this Clause.  
‍14.4  No Third-Party Beneficiaries  
There are no third-party beneficiaries to this Agreement.  
‍14.5  Public Relations  
Customer agrees that Varisource may identify Customer as an Varisource customer in advertising, media relations, trade shows, the website, and other similar promotional activities, using Customer’s name and trademarks in accordance with Customer’s trademark guidelines. Customer shall also assist Varisource in preparing a press release announcing Customer as a new Varisource customer, with the view to publishing within sixty (60) days following the Effective Date and in preparing a case study for external use that details Customer’s use of the Services within six (6) months following the Effective Date. Varisource shall not publish such press release or case study without Customer’s prior, written approval as to its contents.  
‍14.6  Waiver
‍No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.  
‍14.7  Force Majeure  
Neither party shall be liable under this Agreement for delays or failures to perform the Services or this Agreement due to causes beyond its reasonable control. Such delays include, but are not limited to, fire, natural catastrophe, government legislation, acts, orders, or regulation, strikes or labor difficulties, to the exent not occasioned by the fault or negligence of the delayed party. Any such excuse for delay shall last only as long as the event remains beyond the reasonable control of the delayed party. The delayed party shall use its best efforts to minimize the delays caused by any such event beyond its reasonable control. If the force majeure event continues for more than thirty (30) calendar days, then either party may terminate the Agreement upon written notice to the other party.
‍14.8  Severability  
If any provision of this 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 this Agreement shall remain in effect.  
‍14.9  Assignment  
Neither party may assign its rights and obligations hereunder, either in whole or in part, whether by operation of law or otherwise, without the prior written consent of the other party. Not withstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms and SOWs), without consent of the other party, to its Affiliate or 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. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.  
‍14.10  Entire Agreement  This Agreement constitutes the entire agreement between the parties as it relates to the subject matter and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning or relating to the same. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. To the extent of any conflict or inconsistency between the provisions of this Agreement, the Documentation, any Order Form or SOW, the terms of such Order Form or SOW shall prevail. Not withstanding any language to the contrary therein, no terms or conditions stated in a payment system, or other order documentation or otherwise (excluding Order Forms and/ orSOWs) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.