Master License and Professional Services Agreement

MASTER LICENSE AND

PROFESSIONAL SERVICES AGREEMENT

This MASTER LICENSE AND PROFESSIONAL SERVICES AGREEMENT together with any Order Form or attachment hereto, is
made as of the date of execution (the “Effective Date”) and comprises the entire agreement (the “Agreement”) by and between ABC
Europe Limited, a company incorporated under the laws of England & Wales (“Supplier”), and the company accepting the terms of
the Agreement via a signed Order Form (“Licensee”). Supplier and Licensee are sometimes referred to herein individually as a
“Party” and collectively as the “Parties.”
Supplier and Licensee, intending to be legally bound, hereby agree as follows:
1. DEFINITIONS. k. “Supplier Application” means an application developed
by Supplier that makes use of Software and/or Hosted
Capitalized terms throughout this Agreement shall have the Services to deliver functionality to sites either directly
following meaning. through the Supplier APIs or via Supplier Widgets.
a. “Account” means the account(s) established by l. “Supplier Hosted Services,” or “Hosted Services”
Supplier to provide Licensee with access to the Hosted means any of Supplier’s solutions, offered to Licensee
Services in accordance with this Agreement. as a service that runs from Supplier’s datacenters,
b. “Affiliate” means any entity controlling, under common including, without limitation, databases, metadata, files,
control with, or controlled by either Party, where and data either used to operate the services or
“control” means ownership of more than 50% of the incorporated therein, the system and processes, the
equity of such entity. Documentation and all corrections, Custom Work,
modifications and enhancements (including any and all
c. “Application Programming Interfaces” and “API” mean Intellectual Property pertaining thereto). Hosted
the programmatic access points to the Hosted Services. Services may include Software that is provided to
Licensee in order to facilitate access to the Hosted
d. “Beta Services” means any Supplier product or service Services. The Hosted Services may access third party
that has not been made generally available to web-services, and such access may change from time to
customers. time based on the discretion of said third parties or
e. “Confidential Information” has the meaning set forth in Supplier.
Section 9. m. “Supplier Software” or “Software” means software
f. “Custom Work” means graphical and user-interface developed by Supplier or its licensors, including
changes to the Software or Hosted Services, created in without limitation Supplier Widgets, Supplier
order to adapt the look and feel of the Software or Applications, and the “Supplier Management Console”,
Hosted Services to the specific requirements of including their respective Documentations, and all
Licensee, or any other custom development, corrections, Custom Work, modifications and
implementation and/or integration Professional enhancements thereof, performed or approved by
Services work performed by Supplier at Licensee’s Supplier.
request. n. “Supplier Widget” means Supplier Software that is
g. “Data Protection Legislation” means the UK Data designed to access Hosted Services.
Protection Act 1998 (or any equivalent or analogous o. “Licensee Content” shall mean any content Licensee
law giving effect to the EC Directive on the protection makes available to its Users via the Hosted Services,
of individuals with regard to the processing of personal except for User Submitted Media.
data and on the free movement of such data
(95/46/EC)) and any legislation and/or regulations p. “Licensee System” means the system owned or licensed
implementing or made under or pursuant to that Act. by Licensee underlying Licensee’s Internet service, and
including, without limitation, any and all technology,
h. “Documentation” means installation guides and/or know-how, trade secrets, inventions, standardized
other technical instructions that Supplier provides to subroutines, computer programs, software tools,
Licensee hereunder in connection with the Hosted processes, coding, works of authorship, development
Services, either in hard copy or electronic copy, and tools and programming techniques which are
any and all updates thereto. incorporated therein (excluding Software and/or Hosted
i. “DRM” means digital rights management functionality Services).
integrated with the Software and/or Hosted Services q. “Order Form” means the form supplied by Supplier in
and powered by Microsoft PlayReady, Google order for Licensee to order Hosted Services and/or
Widevine, or any other third party licensor specified in Professional Services under this Agreement.
an applicable Order Form.
r. “Professional Services” means any customization or
j. “Intellectual Property” shall include, without limitation, implementation work performed under this Agreement,
copyrights, trade-secrets, Marks (as defined in Section including integration of the Hosted Services and/or
6a below), domain names, patents, know-how, Software with the Licensee System and/or any Custom
formulation, data, technology, designs, inventions, Work.
improvements, discoveries, processes, models or sales,
financial, contractual and marketing information and all s. “Publisher Content” means all of the content uploaded
other intellectual or industrial property and like rights to the Hosted Services via Licensee’s Account,
whether or not registered and the applications thereof. including User Submitted Media and Licensee Content.

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t. “User” means a legal entity or natural person that uses Software and the Hosted Services are reserved to
the Software and/or the Hosted Services for online Supplier. Nothing contained herein shall limit
transactions such as viewing, browsing, downloading, Supplier’s right to license or otherwise distribute or
uploading, editing and otherwise engaging with the make available Hosted Services and/or Software, in
Software or Hosted Services. Users can include whole or in part, to any third party. Licensee hereby
employees, students or the audience of Licensee, unless grants Supplier a worldwide, royalty-free, transferable,
otherwise specified in an applicable Order Form. non-exclusive license to: (i) deliver Publisher Content
in accordance with the preferences set by Licensee
u. “User Submitted Media” means any content created and using its Account; (ii) secure, encode, reproduce, host,
submitted, or otherwise imported, to the Hosted cache, route, reformat, analyze and create algorithms
Services by Licensee’s Users. and reports based on access to and use of Publisher
2. SCOPE OF AGREEMENT. Content; (iii) use, exhibit, broadcast, publish, publicly
display, make available, publicly perform, distribute,
a. Licensee and its Affiliates may order new or additional promote, copy, store or reproduce Publisher Content on
Hosted Services, Software, and/or Professional Services or through the Hosted Services or otherwise perform
by executing an Order Form. Unless otherwise any action required in order to fulfill its obligations
specified in a given Order Form, an Order Form shall hereunder; and (iv) utilize Publisher Content to test
be effective upon execution by both Parties. Supplier’s internal technologies and processes.
b. Unless any provisions hereof are specifically excluded b. Ownership. The Parties expressly understand and
or modified in a particular Order Form hereto, each agree that: (i) the Supplier Hosted Services, the
such Order Form shall be deemed to incorporate therein Supplier Software(s), Supplier’s Confidential
all the terms and conditions of this Agreement and may Information, and all Intellectual Property with respect
contain such additional terms and conditions as the to the foregoing, are and shall remain the sole and
Parties may mutually agree. Unless specifically noted, exclusive property of Supplier and/or its licensors; and
the terms and conditions contained in a particular Order (ii) the Licensee System, Licensee’s Confidential
Form shall apply exclusively to the particular Information, Licensee Content and all Intellectual
combination of Hosted Services and Software described Property with respect to the foregoing are and shall
in such Order Form and shall have no effect on any remain the sole and exclusive property of Licensee.
other Order Form. In the event of a conflict between
any of the provisions of this Agreement and the terms c. Protection of Rights. Each Party shall exclusively have
and conditions of a specific Order Form, the provisions the right, in its sole discretion, to prosecute lawsuits
of the specific Order Form shall prevail. Neither Party against any third party for infringement of its rights,
shall have any obligation with respect to any Hosted and the other Party shall fully cooperate at such Party’s
Services and/or Software, including payment, delivery (whose rights have been infringed upon) expense, in the
and/or acceptance thereof, until an Order Form setting prosecution of any such suit, demand or claim.
forth the specific terms with respect to such Hosted d. Publisher Content. Licensee shall ensure that its
Services and/or Software has been executed by both Accounts are not used in a manner that results in the
Parties. infringement of any third party’s intellectual property
3. PERSONNEL. rights, or that results in the transmission of any illegal,
inappropriate, or offensive content via the Hosted
a. Each Party shall remain at all times liable and Services. Licensee acknowledges and agrees that
responsible for the actions and omissions of all Supplier does not screen or review Publisher Content
subcontractors that it may use in connection with this on the Hosted Services to determine whether it contains
Agreement and agrees that such subcontractor(s) shall false or defamatory material, or material that is
be subject to substantially similar obligations, including infringing, inaccurate, misleading, offensive, indecent,
without limitation the confidentiality obligations, as objectionable, invasive of another’s privacy or publicity
those set forth in this Agreement. rights. Under no circumstances will Supplier be liable
in any way for any Publisher Content, including, but
4. THE LICENSE; OWNERSHIP. not limited to, any defamation, falsehoods, errors or
a. License to the Hosted Services and Software. Subject omissions associated with such Publisher Content, or
to the terms and conditions of this Agreement, upon the for any loss or damage of any kind incurred as a result
execution of an applicable Order Form and subject to of the use or publication of any such content posted,
payment of any and all applicable amounts due to delivered, emailed or otherwise transmitted via the
Supplier hereunder, Supplier will grant to Licensee, for Hosted Services. If notified that such content infringes
the term of the applicable Order Form, a worldwide, on any third party’s intellectual property rights,
non-exclusive, non-transferable, non-sublicensable Supplier may remove the allegedly infringing Publisher
(except to Licensee’s Users as set forth herein) limited Content from the Hosted Services. Supplier will make
right and license, the scope of which shall be defined in reasonable efforts to provide Licensee with prior notice
the applicable Order Form(s), to access the Hosted before removing Publisher Content, but reserves the
Services and/or Software described in the applicable right to remove allegedly infringing Publisher Content
Order Form(s) in accordance with their respective without prior notice to Licensee in the event that
specifications, solely (i) for Licensee’s own internal Supplier is unable to reach Licensee’s contact of record.
use; and/or (ii) for the purpose of sublicensing Hosted 5. FEES.
Services to Licensee’s Users. Licensee shall make no
other access or use of the Hosted Services or the a. Fees and Payment Schedule. Licensee shall pay
Software, except as expressly granted hereunder, Supplier the fees set forth in the Order Form, in
without the prior written consent of Supplier. All rights accordance with any additional payment terms set forth
not expressly granted herein with respect to the therein. Payment for all invoices is due within thirty

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(30) days of Licensee’s receipt of a given invoice. Any obtaining and implementing replacement DRM
setup fees shall be invoiced upon execution of the services.
Order Form. Recurring subscription fees shall be
invoiced on the date set forth in the Order Form. All 6. TRADEMARKS.
fees are exclusive of VAT and any other applicable a. License of Marks. During the term of this Agreement,
sales or service tax. each Party hereby grants to the other Party subject to
b. Currency; Interest. Unless otherwise specified in the the terms and conditions of this Agreement, a limited,
applicable Order Form, Licensee shall pay all fees and royalty-free, non-exclusive, non-transferable, non
other amounts due pursuant to this Agreement and sublicensable, worldwide right and license to use and
applicable Order Forms solely and exclusively in Euros. display, solely to the extent necessary for the other
Any late payment shall accrue daily interest at an Party to perform its obligations hereunder, such Party’s
annual rate equal to 3% over the then current base trade names, trademarks, service marks and associated
lending rate of the Bank of England, commencing on logos and other promotional materials (“Marks”). Each
the due date and continuing until fully paid, whether Party will attribute the Marks of the other Party used
before or after judgment, plus all collection-related pursuant to this Section with a statement to the effect
expenses. that such Marks are owned by the other Party. Each of
the Supplier Widgets shall include an invisible HTML
c. Taxes. All fees set forth in an Order Form are exclusive tag, link and anchor text linking to a URL provided by
of any and all applicable sales, use, excise, import, Supplier, which URL may be changed by Supplier at
export, value-added and similar taxes and governmental any time.
charges (collectively “Taxes”). Licensee is responsible
for paying all Taxes associated with its purchases b. Reservation of Rights in Marks. Each Party will
hereunder. If Supplier has a legal obligation to pay or retain all right, title and interest in and to its Marks, and
collect Taxes for which Licensee is responsible under all goodwill associated with use of such Marks will
this Section 5c, Supplier shall invoice Licensee for such inure solely to its benefit. All use of a Party’s Marks by
amount (and Licensee agrees to pay such amount), the other Party shall conform to good trademark usage
unless Licensee provides Supplier with a valid tax practice or any reasonable trademark usage guidelines
exemption certificate issued by the appropriate taxing or instructions that such Party may provide to the other
authority. For the avoidance of doubt, Supplier is Party from time to time.
exclusively responsible for payment of taxes assessable 7. REPRESENTATIONS AND WARRANTIES.
against Supplier based on its income, property, and/or
employees. a. Mutual Representations and Warranties. Each Party
represents and warrants to the other Party for the
d. Professional Services. Unless otherwise specified in duration of the term hereof that:
an applicable Order Form, Professional Services fees
will be charged on a fixed fee basis, and will be i. Authority to Conduct Business. It has all
invoiced upon execution of the applicable Order Form. powers and authority necessary to own, operate
In the case of Professional Services fees charged on a and lease its assets and properties and to carry
per hour basis, Licensee shall be responsible for any on its business as now being conducted.
Professional Services hours it requires beyond the
initial amount purchased in an applicable Order Form. ii. Corporate Authority. It has sufficient powers
Implementation of final deliverables may be dependent and authority to enter into this Agreement and
on Licensee making assets and internal resources to perform its obligations hereunder and grant
available to Supplier. Licensee is responsible for the rights granted to the other Party hereunder.
actual and reasonable travel expenses associated with iii. No Violation. The execution and delivery of
travel to Licensee’s premises in connection with any this Agreement and the performance and
Professional Services rendered under this Agreement. consummation of the transactions contemplated
Supplier will bill Licensee for reasonable and necessary hereby will not violate or result in a breach by
incurred expenses through standard invoicing. such Party of its articles of incorporation or
e. Non-Payment and Suspension. In the event of non- bylaws, any other agreement or understanding
payment, or late payment, Supplier reserves the right to to which it is a party, or any lien, resolution,
suspend or terminate Licensee’s access to the Hosted legal or administrative order or statutory
Services and Supplier Software following written notice provisions to which it is subject.
that has not been cured within thirty (30) days of the b. Quality of Services. Supplier represents and warrants
date of such notice. Supplier shall not be liable for any that (i) it will provide any Professional Services
damages suffered by Licensee as a result of such rendered hereunder with reasonable skill and care,
suspension or termination. Supplier will continue to using appropriately qualified personnel; and (ii) the
invoice Licensee for the fees specified in the applicable Software and Hosted Services provided hereunder shall
Order Form during any period of service suspension perform materially in accordance with the
due to Licensee’s non-payment or late payment. Documentation.
f. DRM. Notwithstanding anything to the contrary in this c. No Warranty to Third Parties. NOTHING IN THIS
Agreement, if any Supplier DRM licensor ceases to AGREEMENT IS INTENDED TO CONSTITUTE OR
provide DRM services, in whole or in part, or otherwise CREATE ANY REPRESENTATION OR
materially changes the manner or scope in which it WARRANTY BY SUPPLIER TO LICENSEE’S
provides such services to Supplier (including, without USERS, OR ANY OTHER THIRD PARTY,
limitation, by changing the fee structure for usage of DIRECTLY OR AS A THIRD PARTY
such services), Licensee shall be exclusively BENEFICIARY, WITH RESPECT TO THE
responsible for all fees and/or expenses associated with SUPPLIER SOFTWARE, HOSTED SERVICES,

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 Master License and Professional Services Agreement

PUBLISHER CONTENT, PROFESSIONAL NEITHER PARTY EXCLUDES OR LIMITS ITS

SERVICES OR OTHERWISE. LIABILITY UNDER OR IN CONNNECTION WITH
THIS AGREEMENT: (I) FOR DEATH OR
d. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PERSONAL INJURY CAUSED BY ITS
SET FORTH IN THIS SECTION 7, SUPPLIER NEGLIGENCE; OR (II) FOR FRAUD OR
MAKES NO, AND HEREBY SPECIFICALLY FRAUDULENT MISREPRESENTATION; OR (III)
DISCLAIMS, TO THE MAXIMUM EXTENT FOR ANY OTHER LIABILITY TO THE EXTENT
PERMITTED BY APPLICABLE LAW, ANY, SUCH LIABILITY MAY NOT BE EXCLUDED OR
REPRESENTATIONS OR WARRANTIES, LIMITED BY LAW.
WHETHER EXPRESS OR IMPLIED BY STATUTE,
COMMON LAW, TRADE USAGE, OR b. Notwithstanding section 8a above, Licensee agrees to
OTHERWISE, (INCLUDING, BUT NOT LIMITED indemnify, defend, and hold Supplier, its subsidiaries
TO, ANY IMPLIED WARRANTIES REGARDING and affiliates, and/or their respective directors, officers,
QUALITY, SUITABILITY, MERCHANTABILITY, shareholders and employees, harmless to the fullest
OR FITNESS FOR A PARTICULAR PURPOSE). extent allowed by law regarding all matters related to
Publisher Content, including but not limited to any
e. Beta Services. From time to time, Supplier may invite claims regarding inaccurate, offensive, indecent,
Licensee to try Beta Services at no additional charge. libelous, defamatory, invasive of another’s privacy or
Licensee may accept or decline any such trial in its sole publicity rights, objectionable or infringing content.
discretion. Beta Services will be clearly designated as
beta, limited availability, developer preview, non- 9. CONFIDENTIAL INFORMATION.
production, evaluation or by a similar description. Beta
Services are for evaluation purposes and not for a. Confidential Information. Each Party acknowledges
production use, are not considered Hosted Services or and agrees that, in the course of this Agreement and the
Services under this Agreement, are not supported, and Parties’ relationship, it may be given access to or may
may be subject to additional terms. Unless otherwise otherwise obtain Confidential Information belonging or
stated, any Beta Services trial period will expire upon pertaining to the other Party. For purposes hereof, the
the earlier of one year from the trial start date or the term “Confidential Information” shall include non-
date that a version of the Beta Services first becomes public information about the disclosing Party’s business
generally available to Supplier customers. Supplier may or activities that is proprietary and confidential,
discontinue Beta Services at any time in its sole including, without limitation, all business, financial,
discretion and may never make such services generally technical and other information of a party marked or
available. Notwithstanding anything to the contrary in designated as “confidential” (or some similar
the Agreement, Supplier will have no liability for any designation) or that, by its nature or the circumstances
harm or damage arising out of or in connection with a surrounding its disclosure, should reasonably be
Beta Service. regarded as confidential. Each Party hereby agrees to (i)
use the Confidential Information of the disclosing Party
8. LIMITATION OF LIABILITY. solely for the purpose of performing its obligations
under this Agreement; (ii) hold the other Party’s
a. OTHER THAN IN CONNECTION WITH A Confidential Information in strict confidence, and; (iii)
BREACH OF LICENSEE’S PAYMENT not disclose such Confidential Information, or any part
OBLIGATIONS TO SUPPLIER HEREUNDER, thereof, to any person, except those officers,
NEITHER PARTY SHALL BE LIABLE TO THE employees, agents or professional advisors (or those of
OTHER PARTY FOR ANY INCIDENTAL, its Affiliates) with a strict “need to know” in order for
INDIRECT, CONSEQUENTIAL, SPECIAL OR the receiving Party to perform its obligations hereunder;
PUNITIVE DAMAGES OF ANY KIND OR provided that such officers, employees, agents, or
NATURE, OR FOR ANY LOSS OF REVENUES, professional advisors shall, prior to any disclosure, have
PROFITS, ANTICIPATED SAVINGS OR agreed by signed writing or otherwise to be bound by
GOODWILL, WHETHER SUCH LIABILITY IS confidentiality obligations no less strict than those
ASSERTED ON THE BASIS OF CONTRACT described herein.
(INCLUDING, WITHOUT LIMITATION, THE
BREACH OF THIS AGREEMENT OR ANY b. Exclusions. Confidential Information shall not include:
TERMINATION OF THIS AGREEMENT), TORT (i) any information already rightfully in the public
(INCLUDING NEGLIGENCE OR STRICT domain at the time of its disclosure, or subsequently
LIABILITY), OR OTHERWISE, WHETHER OR released into the public domain by the disclosing Party;
NOT SUCH LOSS OR DAMAGE WAS (ii) any information already rightfully in the possession
REASONABLY FORESEEABLE OR IN THE of the receiving Party at the time of its disclosure by the
CONTEMPLATION OF THE PARTIES, AND EVEN disclosing Party without an obligation to maintain its
IF THE OTHER PARTY HAS BEEN WARNED IN confidentiality; (iii) any information that is
ADVANCE OF THE POSSIBILITY OF ANY SUCH independently developed by the receiving Party without
LOSS OR DAMAGE. IN NO EVENT SHALL use of or reference to any Confidential Information of
EITHER PARTY’S MAXIMUM LIABILITY UNDER the disclosing Party, in either case such fact being
THIS AGREEMENT (OTHER THAN IN proven through documentary evidence; (iv) information
CONNECTION WITH A BREACH OF LICENSEE’S obtained by the receiving Party from a third party not in
PAYMENT OBLIGATIONS TO SUPPLIER breach of any confidentiality obligations to the
HEREUNDER) EXCEED THE AMOUNTS disclosing Party; or (v) information required to be
ACTUALLY PAID BY LICENSEE TO SUPPLIER disclosed by law, a court order or competent
PURSUANT TO THIS AGREEMENT DURING THE government authority, provided that in such case the
TWELVE (12) MONTHS PRECEDING THE EVENT receiving Party shall promptly inform the disclosing
GIVING RISE TO SUCH LIABILITY. Party of such requirement of disclosure prior to the
NOTWITHSTANDING THE FOREGOING, disclosure such that the disclosing Party has an

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opportunity to object to the production or disclosure a. Term of this Agreement. This Agreement shall be
through seeking a protective order. effective as of the Effective Date and shall remain in
force for as long as there is an executed Order Form in
c. Each Party (as the receiving Party) acknowledges that effect, unless terminated as set forth herein (“Master
the disclosing Party considers its Confidential Agreement Term”). Notwithstanding the above it is
Information to contain trade secrets of the disclosing acknowledged by the Parties that each Order Form may
Party and that any unauthorized use or disclosure of be in effect only for a specific period of time (“Order
such information would cause the disclosing Party Form Initial Term”) as set out in each respective Order
irreparable harm for which its remedies at law would be Form. Furthermore, it is acknowledged that the Parties
inadequate. Accordingly, each Party (as receiving may set out such period of time for which the Hosted
party) acknowledges and agrees that the disclosing Services and/or Professional Services under such Order
Party will be entitled, in addition to any other remedies Form may be extended (“Renewal Term”) after the
available to it at law or in equity, to seek the issuance of expiry of the Initial Term or Renewal Term, as the case
injunctive relief, without bond, enjoining any breach or may be. Subject to Sections 5e, 11b, and 11c of this
threatened breach of the receiving Party’s obligations Agreement, if Licensee continues to use the Supplier
hereunder with respect to the Confidential Information Software and/or Hosted Services after the expiration of
of the disclosing Party, in addition to such further the term of an Order Form, but declines to renew the
injunctive relief as any court of competent jurisdiction Order Form, Supplier shall have the option to charge
may deem just and proper. Licensee for its ongoing usage pursuant to the pricing
10. SECURITY; DATA PROTECTION. set forth in the Order Form. Usage of the Hosted
Services shall include, without limitation, any form of
a. Supplier represents and warrants that it currently has, storage, streaming, transcoding, and/or login to
and shall maintain in effect, for the term of this Licensee’s Account. Licensee shall be liable for
Agreement, written security management policies and monthly platform fees for any month in which there
procedures, which are updated from time to time, and was any usage.
which are designed to ensure the security and integrity
of the Software and Hosted Services and to protect b. Termination. This Agreement and its applicable Order
Licensee information from unauthorized access, Forms may be terminated as follows:
destruction, and/or disclosure. i. By either Party, upon thirty (30) days’ prior
b. If Supplier processes any personal data (as defined written notice to the other Party (specifying in
under applicable Data Protection Legislation) on reasonable detail the nature of the material
Licensee’s behalf when performing its obligations breach), if such other Party materially breaches
under this Agreement, the Parties record their intention this Agreement and fails to cure such breach
that Licensee shall be the data controller and Supplier within such thirty (30) day period.
shall be a data processor (each as defined under ii. By either Party, immediately upon written
applicable Data Protection Legislation), and in any such notice to the other Party, if: (i) a receiver is
case: appointed for such other Party or its property,
i. Licensee acknowledges and agrees that the (ii) such other Party makes a general
personal data may be transferred or stored assignment for the benefit of its creditors, (iii)
outside the EEA in order to carry out the any proceedings are commenced by, for, or
Hosted Services and Supplier’s other against such other Party under any bankruptcy,
obligations under this Agreement; insolvency or debtor’s relief law for the
purpose of seeking a reorganization of such
ii. Licensee shall ensure that Licensee is entitled other Party’s debts, and such proceeding
to transfer the relevant personal data to affects the quality of services such Party
Supplier, so that Supplier may lawfully use, provides under this Agreement, or (iv) such
process and transfer the personal data in other Party is liquidated or dissolved.
accordance with this Agreement on Licensee’s
behalf; c. Effect of Termination. Immediately upon any
termination of this Agreement or its applicable Order
iii. Licensee shall ensure that the relevant third Forms: (i) Licensee shall pay to Supplier any and all
parties have been informed of, and have given amounts then due and outstanding under this
their consent to, such use, processing, and Agreement; (ii) all rights and licenses granted
transfer, to the extent required by applicable hereunder, and all obligations and covenants imposed
Data Protection Legislation; hereunder, shall immediately cease, except as otherwise
expressly provided herein; and (iii) each Party shall: (a)
iv. Supplier shall process the personal data only to stop using all Confidential Information, Marks and/or
the extent necessary for performing its any other proprietary materials of the other Party then
obligations under this Agreement or any under its possession or control (including, without
applicable Order Form; and limitation, the Supplier Software and Licensee System,
v. Each party shall ensure that it has in place as applicable); (b) erase or destroy all such Confidential
appropriate technical and organizational Information, Marks and/or any other proprietary
measures against unauthorized or unlawful materials residing in any computer memory or data
processing of the personal data or its accidental storage apparatus; and (c) at the option of such other
loss, destruction or damage. Party, either destroy or return to such other Party all
such Confidential Information, Marks and/or any other
11. TERM AND TERMINATION. proprietary materials in tangible form and all copies
thereof. Any such destruction referenced in (b) or (c)
above shall be, upon request, certified in writing to the

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disclosing Party by an authorized officer of the Agreement, or prior to assigning this Agreement (a) to
receiving Party supervising such destruction. an Affiliate of the assigning Party, or (b) to any third
Notwithstanding anything to the contrary in this party acquiring all or substantially all of the assets
Agreement, neither Party shall be obligated to return or relating to this Agreement or a controlling interest in
destroy Confidential Information of the other Party if, the voting stock or voting interest of the assigning Party
and only to the extent that, the retention of such or any controlling Affiliate of the assigning Party.
Confidential Information is required by any applicable
law, regulation, policy, or internal compliance g. Notice. All notice required to be given under this
procedure relating to the retention or automatic Agreement must be given in writing and delivered
archiving of files and data. For the avoidance of doubt, either by hand, e-mail, certified mail (return receipt
any such retained Confidential Information shall remain requested, postage pre-paid) or nationally recognized
subject to the confidentiality obligations set forth in this overnight delivery service (all delivery charges pre-
Agreement. paid) and addressed, if to Licensee, to the contact
identified in the Order Form completed by Licensee
d. Survival. All obligations of the Parties that expressly or and, if to Supplier, to: Supplier Europe Ltd., 4 th Floor,
by their nature survive termination or expiration of this Northumberland House, 303-306 High Holborn,
Agreement shall continue in full force and effect London, WC1V 7JZ, UK Attn: General Counsel.
subsequent to and notwithstanding such termination or
expiration until they are satisfied or by their nature h. Severability. If the application of any provision or
expire. provisions of this Agreement to any particular facts or
circumstances shall be held to be invalid or
12. GENERAL TERMS. unenforceable by any court of competent jurisdiction,
then (i) the validity and enforceability of such provision
a. Marketing and Press Release. Licensee agrees that or provisions as applied to any other particular facts or
Supplier may list Licensee as a customer on the circumstances and the validity of other provisions of
Supplier website. No news releases or public this Agreement shall not in any way be affected or
announcements relating to this Agreement, its impaired thereby, and (ii) such provision or provisions
existence, its subject matter, or its terms and conditions shall be reformed without further action by the Parties
shall be made by either Party without the prior written hereto to and only to the extent necessary to make such
consent of the other Party. provision or provisions valid and enforceable when
b. Relationship of the Parties. Each Party to this applied to such particular facts and circumstances.
Agreement shall be deemed to be an independent i. Governing Law; Jurisdiction. This Agreement, and
contractor of the other Party. Nothing contained herein any dispute, controversy, proceeding or claim of
or in any other writing shall imply any partnership, whatever nature arising out of or in any way relating to
joint venture, agency or master/servant relationship this agreement or its formation (including any non-
between the Parties and neither Party shall have the contractual disputes or claims), shall be governed by
power to obligate or bind the other in any manner and construed in accordance with the laws of England
whatsoever. and Wales. The Parties hereby irrevocably submit to the
c. Force Majeure. Except as otherwise expressly exclusive jurisdiction of the courts of England.
provided in this Agreement, neither Party shall be liable j. Third Parties. Except as specifically set forth or
for any breach of this Agreement, other than any default referred to herein, nothing herein expressed or implied
in payment obligations, for any delay or failure of is intended or shall be construed to confer upon or give
performance resulting from any cause beyond such to any individual or entity other than the Parties hereto
Party’s reasonable control. and their successors and permitted assigns any rights or
d. Compliance with Export Control Laws. Licensee remedies under or by reason of this Agreement.
shall not download, access, use, or otherwise export or Without limiting the generality of the foregoing, the
re-export the Software, the Hosted Services or any Parties do not intend for any term of this Agreement to
underlying information or technology related to the be enforceable by virtue of the Contracts (Rights of
Software and/or Hosted Services except in full Third Parties) Act 1999 by any person who is not a
compliance with all United States and United Kingdom Party.
export control laws and their respective implementing k. Titles and Headings. The titles and headings of the
regulations. Sections and other subdivisions of this Agreement are
e. Amendment. No amendment or modification of any for convenience of reference only and shall not modify,
provision of this Agreement shall be effective unless in define or limit any of the terms or provisions of this
writing and signed by duly authorized signatories of Agreement.
Supplier and Licensee. l. Entire Agreement. This Agreement and any Order
f. Assignment. Neither Party may assign this Agreement Forms executed hereunder: (i) constitute the final and
or any of its rights or obligations hereunder, whether by complete agreement between the Parties; and (ii)
contract, operation of law or otherwise, without the represent the entire agreement between the Parties and
other Party’s prior written approval. Any attempt to do supersede all prior agreements, conversations,
so without such approval shall be void. Subject to the negotiations, understandings, term sheets, letters of
foregoing restriction, this Agreement shall inure to the intent, and confidentiality agreements relating to the
benefit of, and be binding upon, the Parties and their subject matter contained herein, including any
respective successors and assigns. Notwithstanding preprinted terms on any ordering documents provided
anything to the contrary in this Agreement, neither by Licensee. Each Party acknowledges and agrees that,
Party need obtain the consent of the other Party prior to other than those expressly set forth in this Agreement or
assigning the right to receive payment under this an applicable Order form, neither Party has made or

6 Confidential
 Master License and Professional Services Agreement

will make any representation, and neither Party has n. Waiver. The failure of either Party to enforce at any
relied or will rely on any representation. time, or for any period of time, the provisions of this
Agreement shall not be interpreted to be a waiver of
m. Counterparts. This Agreement may be executed in any such provisions or of the right of such Party to enforce
number of counterparts. All counterparts, taken each and every such provision.
together, will constitute one agreement.
13. This Agreement shall come into effect between the Parties
only upon execution of an Order Form by both Parties.

7 Confidential