This Software as a Service Agreement (this “Agreement”), applies to the SaaS Services ordered under a SaaS Order Form that references and incorporates the terms and conditions of this Agreement and is executed between the Customer and Tata Consultancy Services Limited or its Affiliate (hereinafter “TCS”) identified on the SaaS Order Form and governs Customer's Use of the SaaS

Customer and TCS are sometimes individually referred to as a “Party” and collectively as “Parties” throughout this Agreement, and the words Party and Parties shall be construed accordingly.

NOW, THEREFORE, for and in consideration of the mutual promises contained herein and other good and valuable consideration, sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

1.     DEFINITIONS

a.  “Affiliate” shall mean with respect to any entity, any other entity that at such time directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such entity, where control means ownership or control, direct or indirect, of more than fifty (50) percent of such entity's voting capital/securities of such entity or has the right or power to designate or elect the majority directors or other management personnel or otherwise has the right or power to control its operating management decisions but only so long as such ownership or control exists.

b.  “API” means application program interface.

c.  “Authorized Users” shall mean an individual to whom Customer has granted access to use the Software on Customer's behalf. Users may be Customer employees, consultants, contractors, customers or agents.

d.  “Derivative Works” shall mean works that are prepared in connection with, based upon or derived from Software, Enabling Software, TCS Pre-existing IP or other proprietary material, including without limitation, a revision (e.g. updates and upgrades), modification, customization, enhancement (e.g. creation of new micro-services or interfaces), improvement (e.g. additional content or metadata within existing feature or functionality), additions (e.g. new feature or functionality or module or user interface for a use case), interfaces (including stand-alone interface code), models, adapters, plug-ins, configurations, translation, abridgment, condensation, expansion or any other form in which such material or any proprietary portion thereof may be recast, transformed, or adapted or which, if prepared without authorization of the owner of the intellectual property rights in such material would constitute an infringement of any such proprietary right..

e.  “Documentation” shall mean then-current technical, functional, support or other informational documentation which is delivered electronically or made available to Customer related to or in connection with the Software .

f.  “Enabling Software or Apps” shall mean software required to access and Use the Software or required to integrate and/or configure the Software with any third-party software applications or devices outside the Services Environment.

g.  “Fee” shall mean the fee mentioned in relevant SaaS Order Form for Use of the applicable SaaS Service.

h.  “Permitted Site” shall mean Customer's computer systems or devices where the Enabling Software or Apps or portion thereof is going to be installed and/or executed and/or from where the Software will be accessed.

i.  “SaaS” means software as a service.

j.  “SaaS Order Form” shall mean each order form for the SaaS Services ordered by Customer hereunder, Fee, applicable Support and any other related information given in the relevant SaaS Order Form executed referencing this Agreement.

k.  “SaaS Services” means the provision of access to the functionality of the Software as a cloud service and its administration, management, monitoring and any other related services except Support, as described in the relevant SaaS Order Form.

l.  “Scope” means the scope of the SaaS Services as described in the relevant SaaS Order Form.

m.  “Services Environment” means all or part of TCS' or third party operating system environment (physical, virtual or emulated) managed for software administration by TCS to provide the Software as a service to Customer, including all or part of software, servers, hardware, networks, equipment, and telecommunications facilities and the technology installed within such environment.

n.  “Software” means the object code of the TCS proprietary software being made available by TCS as SaaS, as more particularly described in the relevant SaaS Order Form and any versions, modules, components, adapters, interfaces, improvements, updates and modifications thereto provided by TCS from time to time.

o.  “Subscription Term” means the period for which the Customer is authorized to Use the SaaS Service as mentioned in the applicable SaaS Order Form.

p.  “Support” means then-current Software support offering that is provided to Customer in accordance with the Documentation as of the effective date of the applicable SaaS Order Form. Such applicable support terms are incorporated herein by reference and made a part hereof.

q.  “Customer Environment” shall mean Customer's processing computer system, hardware, software, and operating environment, telecommunications connectivity, browsers, devices, etc. that the Customer must acquire and maintain for the Use of SaaS Services.

r.  “Use” for the purposes of this Agreement shall mean (i) with respect to the SaaS Services, Customer's access to and use of the functionality of the Software deployed as SaaS; (ii) with respect to the Enabling Software, the right to install and use the Enabling Software in the Customer environment in object code format only for use with SaaS Services; (iii) with respect to the Documentation, the right to use and make a reasonable number of copies; and (iv) to the extent applicable, use shall also include the act of configuring the Software and Enabling Software, transmitting and processing of data by Authorized Users, all in connection with the internal business of the Customer and in accordance with the terms of this Agreement.

2.     SOFTWARE AS A SERVICE (SAAS)

2.1    Subject to Customer's compliance with the terms and conditions set forth in this Agreement and conditioned on Customer's payment of the Fees, TCS hereby authorizes Customer to Use, during the Subscription Term mentioned in the relevant SaaS Order Form, SaaS Services as hosted by TCS [or its Affiliate or subcontractor or vendor] on the Services Environment, which TCS may make available by telecommunication over the Internet to Customer solely for Use by Authorized Users in accordance with the Documentation, for the Scope as mentioned in the relevant SaaS Order Form solely for Customer's internal business operations and as more specifically described in the relevant SaaS Order Form. This authorization is non-exclusive, non-transferable and non-sublicensable. TCS reserves the right to modify or relocate the Services Environment and may utilize subcontractors in the provision of such SaaS Services so long as such subcontractors are bound to contractual terms no less protective of Customer's rights provided hereunder.

2.2    In order to enable access and Use of the SaaS, Customer may be required to download and/or install Enabling Software or Apps provided by TCS or any third party. Customer agrees not to use such software for any purpose other than to facilitate or enable Customer's access and Use of the Software in accordance with this Agreement. If such software is provided by a third party, the usage shall be governed by the terms and conditions of such third party. If such software is provided by TCS, subject to the terms and conditions of this Agreement, payment by the Customer of the applicable Fees, and Customer maintaining in current the authorization to Use the applicable SaaS Service, TCS hereby grants a non-exclusive, non-transferable, non-sublicensable, limited license, for the Subscription Term of the applicable SaaS Order Form, to permit Authorized Users to Use the Enabling Software or App in object code form only solely in connection with the applicable Software, installed at Permitted Sites, on the Customer Environment and for the Scope as mentioned in the relevant SaaS Order Form. If such software is required to integrate and/or configure the Software with any third party software applications outside the hosted Services Environment, the Customer shall be responsible for procuring appropriate licenses for such third party software applications and complying with the applicable terms and conditions of respective third parties.

2.3    Customer acknowledges and agrees that in order for Customer to access and Use Software, Enabling Software and SaaS Services, Customer is responsible for and required to acquire and maintain certain minimum requirements in the Customer Environment as may be stated recommended in the Documentation or communicated to Customer from time to time. Customer acknowledges and agrees that Software (including any API's), Enabling Software or SaaS Services may be updated from time to time and it may have to update or upgrade the Customer Environment accordingly and install an updated version of the Enabling Software. If required, information about updates to minimum requirements will be provided to Customer during the Subscription Term.

2.4    Trial Services. From time to time, Customer may access certain services that TCS may designate as "beta," "pre-release", "experimental", "evaluation," "trial", "promotional" or "free" ("Trial Services"). Trial Services may be provided to Customer without charging subscription fee, except as otherwise specified, on 'as is' basis without any warranties or liabilities and used solely for internal evaluation purposes. TCS may limit, suspend, or terminate Customer's access to any portion of the Trial Services for any reason, in TCS' sole discretion, including, for example, the expiration of the Trial Services period, to enforce Trial Services usage limitations, or to protect services or systems. Any Trial Service is subject to change without notice and may differ substantially upon commercial release. Customer acknowledges and understands that Trial Services may not have been tested or verified to meet security requirements and may not provide standard security features and may not be secure. Accordingly, Customer agrees not to store any data that require confidential or secure treatment, including sensitive, regulatory or personal data. Trial Services may become unavailable or be taken offline at any time without notice and any data maintained in Trial Services environments may be deleted at any time, including at the end of the trial period, if Customer does not subscribe to a paid subscription before the Trial Services become unavailable or the trial period ends. TCS is not responsible for any loss or compromise of data or breach of data security arising from Customer's use of Trial Services. Customer's use of any trial services is at its own sole risk.

3.     CUSTOMER'S RESPONSIBILITIES AND CONSENTS

3.1    Customer acknowledges that Customer is responsible for:

a.  all Customer information, data, instructions, or other material provided or introduced into the Services Environment, including without limitation accuracy, quality, legality, backup and its use;

b.  providing all Customer data in a format compatible with SaaS Services, Software and Enabling Software;

c.  acquisition, installation and maintenance of the Customer Environment and complying with the applicable terms and conditions of the respective third-party products used in Customer Environment;

d.  its Authorized Users and any breach or non-compliance of this Agreement by any Authorized User shall be deemed to be a breach or non-compliance by Customer;

e.  all activities, access, use and transmissions that occur through Customer's or its Authorized Users' accounts, even if without Customer's knowledge or if done by third parties;

f.  administration and safeguarding of access to, and related credentials for, the Authorized Users of the SaaS Services, including accounts, passwords or usernames;

g.  choice, installation, use and maintenance of any third-party software not forming part of the SaaS Services, Enabling Software, which is and/or to be used in connection with the SaaS Services or Enabling Software;

h.  making regular back-ups of Customer data to be processed via the Software, and

i.  determining whether the Software and/or the SaaS Service is appropriate for its purposes, storage and processing of information subject to any specific law or regulation or any standard and complying with any laws or regulations applicable to Customer or Customer's industry. TCS will comply with laws or regulations that are applicable to SaaS Service providers.

3.2    Customer shall not, and shall not permit any party or person, directly or indirectly, to:

a.  gain or attempt to gain unauthorized access to, intercept, interfere with, expropriate or do any harm to, any account, workspace, software, data, files, computer systems or environments accessible via the SaaS Services, including without limitation monitoring, crawling, storing or transmitting any malicious code, malware, viruses, scripts, agents, worms, time bombs, spyware, adware, bots, or Trojan horses, or interfering with other customers receiving SaaS Services or with the security, integrity or performance of the SaaS Services;

b.  circumvent, bypass, delete or remove any form of protection, security, passwords, controls, functional or technical restrictions or limitations, or enable functionality disabled by TCS, in connection with the SaaS Services, Software, Enabling Software or Services Environment;

c.  rent, lease, lend, license to a third party, sublicense, distribute, publish, display, post, transmit, timeshare, telecommunicate, host, frame, sell, resell, reproduce, assign, transfer, or in any way commercially exploit the SaaS Services or Enabling Software or any intellectual property rights therein;

d.  access and use or make available the SaaS Services or Enabling Software for any purpose other than its own internal business purposes, including without limitation as a service provider to third parties or as a managed or network provisioned service;

e.  perform any security testing, including without limitation, penetration testing, remote access testing, network discovery, vulnerability scanning, password cracking, etc. of the SaaS Services, Software, Enabling Software or Services Environment without TCS' prior written consent, or disclose any results of the same;

f.  interface or link or include, without express written permission, the SaaS Services, Software or Enabling Software with any other systems or applications or services;

g.  access or use SaaS Services, Software, the Enabling Software or Apps, the Services Environment or the Services provided under this Agreement, in any manner or for any purpose that violates any applicable law or the rights of others;

h.  recreate, copy, reproduce, modify, reformat, create Derivative Works of, the Software, the Enabling Software, or any portions thereof; reverse engineer, disassemble, de-compile the Software, the Enabling Software, or any portions thereof, to attempt to discover the source code or underlying software or structures of Software, Enabling Software except as legally required for interoperability purposes and where such information is requested in writing from and not made available by TCS;

i.  file for any patents, or seek other intellectual property protection, on any inventions or other intellectual property learned from or relating to or derived from the TCS Proprietary Solution or any related materials, anywhere in the world.

j.  use the Software on any part thereof for purposes of: competitive or comparative analysis; the development, provision or use of a competing software or service; or any other purpose that is to the TCS's detriment or commercial disadvantage;

k.  interface or link or combine any open source software with Software or Enabling Software in such a way that could cause or could be interpreted or asserted to cause the TCS Proprietary Solution to become subject to any encumbrance or terms and conditions of any open source license;

l.  to, remove, alter or otherwise render illegible any of TCS's logo, trademark, copyright notice or other proprietary or confidentiality markings that may be placed on the Software, Enabling Software, or components thereof, or Documentation provided to Customer hereunder.

3.3    Customer agrees to maintain and use systems and procedures that allow Customer to accurately and completely track, document, and report entitlements and Use of SaaS Services and Enabling Software and provide information and attestation relating to its Use of SaaS Services and the Enabling Software, as required by TCS to verify Customer's compliance with the Agreement. Customer shall maintain a written, up to date list of current Authorized Users and any Scope metric as agreed under the relevant SaaS Order Form and provide such list to TCS within five (5) business days of the written request at any time by TCS, in order to verify compliance. If the compliance verification reveals Customer to be in breach of this Agreement , Customer shall be liable to pay TCS immediately on demand additional Fee, as per then current TCS price list, with respect to the increased or extended use of the SaaS Services as revealed by the compliance verification. Payment of the amounts as stated above shall not release the Customer from its contractual obligations. TCS and/or its licensors expressly reserve the right to claim damages for any further prejudice.

3.4    Customer consents to the collection of billing and administrator account information about Customer on the SaaS Order Form and lawful use, disclosure, processing and transfer of such information to and by TCS, its Affiliates, partners and their respective third party service providers, solely for the purposes of processing Customer's order and/or payments and providing the SaaS Services, Support, Enabling Software and Documentation. Customer also consents to TCS and/or its Affiliates' administrative, support and investigative personnel, crawling and/or monitoring, collecting, processing and using SaaS Services usage technical data related to Customer's account for billing and administrative purposes, to provide Support and investigate fraud, abuse or any violations of the Agreement.

3.5    TCS shall not have any rights in the Customer data except as stated herein. To the extent any Customer data, information or other material is required to be used in the operation and/or performance of Software and/or the provision of Services hereunder, Customer hereby grant to TCS, its Affiliates and third party service providers a non-exclusive, irrevocable, worldwide, fully paid up and royalty free right and license to use, copy, display, disclose, modify, reproduce, sublicense and distribute such Customer data, information or material solely to provide SaaS Services or Support. Customer agrees that Customer data may not be fully recoverable beyond the last restoration archive point where SaaS permits uploading, copying, archiving or storage of Customer Data in the Services Environment.

3.6    Customer acknowledges and agrees that Customer data that TCS processes on Customer's behalf may be transferred to, and stored and processed in, India or any other country in which TCS or its Affiliates or subcontractors maintain facilities. Customer appoints TCS to perform any such transfer of Customer data to any such country to store and process Customer data in order to provide the SaaS Services or Support. Customer shall ensure that the Customer is entitled to transfer the relevant personal data to TCS so that TCS may lawfully use, process and transfer the personal data in accordance with this Agreement on the Customer's behalf and that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation.

4.     SECURITY AND DATA PRIVACY

4.1    The Parties acknowledge that security of Customer data is a shared responsibility. Without limiting disclaimers under Section 10 (Disclaimer) or Customer's obligations under Section 3, TCS will maintain reasonable controls for the security and protection of any Customer data for SaaS Services at the primary and failover zones/sites (where applicable) in accordance with the Security Policy available at https://mastercraft.tcsapps.com/security. Customer will implement or maintain data classification, access management, backup and retention controls (each meeting applicable organizational, regulatory and compliance requirements) and must implement and enforce necessary security processes and system controls. TCS does not access Customer's user accounts, or Customer data in the course of providing SaaS Services, except (i) in the course of data center business and Service Environment operations hosting the SaaS Services, if required, or (ii) at Customer's specific request as reasonably required in the provision and support of Services or dealing with technical issues. Neither Party will be liable for any security incidents arising from other Party's lack of reasonable security controls, negligence, or failure to comply with the terms of this Agreement.

4.2    Customer acknowledge that the Software and/or the SaaS Services are not intended for use with or for processing personal or sensitive personal information, protected health information, credit card numbers, financial account numbers, or other similarly sensitive information, and that Customer assume all risk arising from use of any such information with the Software and the SaaS Services, including without limitation the risk of any inadvertent disclosure or unauthorized access thereto or export.

4.3    Customer acknowledge that TCS will process a certain amount of Customer personal data, like IP address used to connect Customer's computer to the Internet, full name, authentication details, etc. for the purposes of providing the SaaS Services. The processing of this personal data will be carried out according to TCS Privacy policy available at https://www.tcs.com/privacy-policy.

4.4    To the extent TCS and/or its Affiliate is a processor or sub-processor of Personal Data subject to the GDPR, the Data Processing Addendum available at https://mastercraft.tcsapps.com/dpa govern that processing and forms part of this Agreement and Customer's use of the Software / SaaS Services constitutes instruction to TCS and/or its Affiliate for processing the Personal Data on behalf of the Customer.

4.5    To the extent Customer is accessing/using the Software or SaaS Services from within the United States, the following conditions (as well as those indicated for the CCPA in the TCS privacy notice on https://www.tcs.com/privacy-policy will apply in addition to the other terms and conditions outlined in this Agreement, excluding Data Processing Addendum:

a.  For the purposes of use within the United States, the California Consumer Protection Act (CCPA) will apply to Customer's use. In the same way TCS acts as a processor of Customer personal data outlined above, Customer agrees that TCS will act as a service provider under the CCPA. In regard to Customer account data, TCS will act as a business under the CCPA to the extent necessary for TCS to provide the SaaS Services agreed to and will only process account data for legitimate business purposes. In either event, whether TCS is acting as a service provider or a business under the CCPA, TCS will process, retain, use and disclose personal information only as necessary to perform the SaaS Services agreed to be provided. Additionally, Customer grants TCS a limited, non-exclusive, royalty-free right and license during the Subscription Term to process Customer's personal data for the sole purpose of providing the SaaS Services set forth in this Agreement.

b.  Where TCS acts as a business under the CCPA for the processing of Customer account personal information, Customer agrees to assist TCS in complying with requests made to TCS by consumers as TCS may be obliged to fulfill.

c.  TCS neither purchases nor sells (as defined in the CCPA) Customer's personal information, or that of Customer's end users as it is processed for the provision of the SaaS Services. TCS also does not process the personal information Customer's provide for any other commercial purpose other than providing the SaaS Services agreed upon.

d.  Customer agrees that Customer is responsible for complying with relevant data protection law as may apply to the personal data Customer provides to TCS; particularly where CCPA is applicable to Customer. Additionally, for the duration of Customer's use of the Service, Customer agrees that Customer has no knowledge or reason to believe that Customer is unable to comply with applicable legal obligations.

e.  TCS will ensure that any person it authorizes to process the personal data Customer provides to us within the Scope of providing the SaaS Services has agreed to protect personal information consistent with this Agreement.

5.     ORDERING, FEES AND TAXES

a.  Customer shall pay to TCS the Fees or any other applicable charges, in the amount and manner set forth in the applicable SaaS Order Form. TCS shall submit invoices for the Fees as per the payment terms set forth in SaaS Order Form. Payment of invoices shall be made by Customer to TCS within 30 days following receipt of each such invoice or as may be agreed to in the applicable SaaS Order Form. All Fees are non-cancelable and non-refundable, except as provided in this Agreement or required under the applicable law.

b.  TCS shall have the right but no obligation to monitor whether the applicable Scope of Use is being adhered to by the Customer. In the event Customer exceeds the authorized use in accordance with the agreed Scope, the overage will be treated as an order for excess use and Customer will be billed for the overage at the then current TCS price list for the remainder of the Subscription Term. TCS shall also be entitled to interest thereon from the date of such overage.

c.  If there is any delay in payment of the amount due, without prejudice to other rights available to TCS , TCS shall be entitled to interest @ 1.5 % per month or as may be otherwise agreed to in the applicable SaaS Order Form or the maximum rate permitted by law, whichever is lower, calculated on the amount due from the date the payment became due until the recovery is made in full with interest.

d.  All Fees to be paid under any SaaS Order Form pursuant to this Agreement are exclusive of any taxes, duties, or similar charges imposed by any government. Customer shall be responsible for all federal, state, dominion, provincial, or local sales, use, value added, service or other similar taxes that may be imposed by any applicable taxing jurisdictions upon Customer or TCS, relating to the Software or SaaS Services provided hereunder or the Fees payable therefor. Provided however that TCS shall be solely responsible for any corporate taxes and income taxes based upon the income of TCS.

e.  TCS reserves the right to withhold the provision of Services till such time all the payments due to it under this Agreement have been made by Customer and any such withholding by the TCS shall not be treated as breach by it of the provisions of this Agreement. TCS may impose a reconnection fee in the event Customer is suspended and thereafter requests access to Services.

f.  Customer is responsible for paying for the complete usage agreed in the applicable SaaS Order Form, whether actively used or not. All pricing terms are confidential, and Customer agrees not to disclose them to any third party without prior written consent from TCS or unless TCS has made them publicly available beforehand

6.     OWNERSHIP AND PROPRIETARY RIGHTS.

6.1    As between the Parties, Customer acknowledges and agrees that TCS and/or its Affiliates and/or their respective licensors does and will continue to own all intellectual property and intellectual property rights in or attached to the Software, Enabling Software or Apps, Documentation, SaaS Services and Services Environment including without limitation, in or attached to any Derivative Works thereof, whether solely or jointly conceived, or even if made for the Customer and/or created as part of or in the course of performing or providing the any services. Nothing contained herein shall be construed as a transfer, assignment or conveyance by TCS to Customer of the ownership, interest or title to the intellectual property or intellectual property rights in or attached to the Software, Enabling Software or Apps, Documentation, Services Environment or any Derivative Works thereof. The Customer only receives the right to Use for the Subscription Term explicitly granted by TCS to Customer hereunder.

6.2    Customer acknowledges and agrees that TCS shall have the right to collect, use, disclose, publish, or otherwise exploit without restriction or compensation to Customer, including without limitation, in future releases or further developments, any technical data relating to the use of the Software and/or Services (technical data excludes Customer data), comments, inputs or feedback that Customer provides regarding the Software, Enabling Software or Apps, Documentation or the Service and reference the rights granted to the Customer; or any and all knowledge and information arising out of use of the Software (including Derivative Works, if any), Documentation or the Service by the Customer.

6.3    Unless otherwise agreed to in the relevant SaaS Order Form, Customer agrees that TCS may list non-stylized Customer's name in its marketing material in the list of customers of the Software and/or Services and for reference purposes. Any use of Customer's logo with respect to such listing and for reference purposes shall be with express written permission of the Customer.

6.4    Nothing in this Agreement shall prevent TCS from transacting similar business either for itself or for any other person or entity or to offer same or similar Software and/or Services to any third parties.

7.     THIRD PARTY SOFTWARE

Customer acknowledges that certain components of the Software and/or the Services may be covered by so-called "open source" software licenses ("Open Source Software" or "OSS") or third party proprietary software components (collectively "Third Party Software"). Notwithstanding the Use grant in Section 2, Third Party Software, if any, contained in this Software and/or the Services and the Use thereof, shall be subject to the terms and conditions of the relevant Third Party Software license agreement only. Third Party Software and related information (including relevant notices) for the versions of the Software Used are mentioned in the accompanying Documentation or in the applicable SaaS Order form In the event of any conflict between the terms of this Agreement and those in the relevant license agreement applicable to such Third Party Software components, the terms of the applicable license agreement shall prevail with respect to use of that relevant Third Party Software component. To the extent the terms of the licenses applicable to any OSS require licensor to make an offer to provide source code or related information in connection with the Software, such offer is hereby made, and may be accessed by the Customer from information provided in the accompanying Documentation or through the applicable SaaS Order Form, or may be requested by the Customer in accordance with section 16.

8.     SOFTWARE SUPPORT.

8.1    TCS and/or its Affiliates will provide technical support relating to the Software in accordance with the Software Support Documentation, as referenced in the applicable SaaS Order Form.

9.     CONFIDENTIAL INFORMATION

9.1    Each Party (the "Receiving Party") acknowledges and agrees to maintain the confidentiality of Confidential Information (as hereafter defined) provided by the other Party (the "Disclosing Party") hereunder. The Receiving Party shall not disclose or disseminate the Disclosing Party's Confidential Information to any person other than those employees, agents, contractors, subcontractors, service providers and licensees of the Receiving Party, or of its Affiliates, who have a need to know it in order to assist the Receiving Party in performing its obligations, or to permit the Receiving Party to exercise its rights under this Agreement. In addition, the Receiving Party (i) shall take all such steps to prevent unauthorized access to the Disclosing Party's Confidential Information, as it takes to protect its own confidential or proprietary information of a similar nature, which steps shall in no event be less than a reasonable standard of care, (ii) shall not use the Disclosing Party's Confidential Information, or authorize other persons or entities to use the Disclosing Party's Confidential Information, for any purposes other than in connection with performing its obligations or exercising its rights hereunder, and (iii) shall require all persons and entities who are provided access to the Disclosing Party's Confidential Information, to execute confidentiality or non-disclosure agreements containing provisions substantially similar to those set forth in this Section 9. The provisions of this Section respecting Confidential Information shall not apply to the extent, that such Confidential Information is: (a) already known to the Receiving Party free of any restriction at the time it is obtained from the Disclosing Party, (b) subsequently learned from an independent third party free of any restriction and without breach of this provision; (c) is or becomes publicly available through no wrongful act of the Receiving Party or any third party; (d) is independently developed by the Receiving Party without reference to or use of any Confidential Information of the Disclosing Party; or € is required to be disclosed pursuant to an applicable law, rule, regulation, government requirement or court order, or the rules of any stock exchange. Upon the Disclosing Party's written request at any time, or following the completion or termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party, or destroy, all Confidential Information of the Disclosing Party provided under or in connection with this Agreement, including all copies, portions and summaries thereof

10.     REPRESENTATIONS AND WARRANTIES; DISCLAIMER

10.1    Each Party represents, warrants and covenants to the other that: (i) it is duly organized and validly existing and in good standing under the laws of the state of its incorporation or formation; (ii) it has the full right and authority to enter into and that this Agreement constitutes a legal, valid and binding obligation; and (iii) its execution, delivery and performance of this Agreement does not and will not conflict with, or constitute a breach or default under, its charter of organization, or any contract or other instrument to which it is a party.

10.2    Except for the express representations and warranties in this Section 10, TCS does not make any representations or warranties, express, implied or statutory including without limitation any implied warranties of merchantability, non-infringement, quality, fitness for a particular purpose, any legal or regulatory compliance requirements, quiet enjoyment, system integration, configuration, accuracy, reliability, security, error- or virus-free, un-interruption, support correction or repair (unless otherwise agreed) or otherwise that SaaS services, the Software, the Enabling Software or Derivative Works provided hereunder will meet Customer's business requirements or operate in every combination or environment desired by Customer with any data, devices, computer systems and programs of its choice or that the remedying of one program error does not result in the occurrence of other program errors or otherwise any warranties arising out of any course of dealing or usage or trade. All other representations and warranties are hereby disclaimed. No advice, information or support obtained by the Customer from TCS, its Affiliates or from any partner or any third party or through the SaaS services shall create any warranty not expressly stated in the Agreement. to the extent, a law applies to customer in a particular jurisdiction that does not allow the exclusion of certain warranties, some or all of the exclusions set forth above may not apply to Customer, and Customer may have additional rights.

10.3    Customer acknowledges that TCS does not control the transfer of data over communication facilities, including the internet, and that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities. TCS is not responsible of any delays, delivery failures, or other damage resulting from such problems or for any issues related to the performance, operations or security of the Services that arise from Customer Data.

10.4    Customer and Authorized Users further acknowledge that the Software, Enabling Software and SaaS Services are not intended or suitable for use in situations or environments where a failure, time delay, error or inaccuracy could lead to death, personal injury, or severe physical or environmental damage, including without limitation, the operation of nuclear facilities, aircraft navigation, or communication systems, air traffic control, transportation systems, autonomous vehicles, life support or weapons systems and TCS disclaims any warranties on the Software, Enabling Software and SaaS Services in such situations or environments.

10.5    Customer acknowledges and agrees that the TCS Software or the SaaS Service is not a substitute or alternative for measures or advice or alerts and does not replace any act or functions which Customer has or needs to put in place in accordance with laws, regulations and policies applicable to it and its activities or otherwise should be performed or are otherwise recommended, including without limitation, to monitor, arrive at decisions and take corrective actions. Customer acknowledges and agrees that usage, environment and other conditions can adversely affect the Software, Enabling Software and SaaS Services' detection, analysis, transmission and response capabilities and that Software, Enabling Software and SaaS Services cannot and/or are not to be used in all environmental or work conditions. Customer further acknowledges that the Software, Enabling Software and SaaS Services have not been developed to meet the Customer's specific requirements and it is responsible for ensuring that Software, the Enabling Software together with the Derivative Works, the deliverables (if any) and SaaS Service satisfies or meets its requirements. When using the Software, the Enabling Software and the SaaS Services, the Customer shall observe the guidelines set down in the pertinent Documentation or as communicated by TCS from time to time

11.     INDEMNIFICATION:

11.1    Subject to Sections 11.4 and 7, TCS will defend, or at its option settle, any unaffiliated third party claim against the Customer alleging that the SaaS Services and Documentation, when used in accordance with this Agreement and the applicable SaaS Order Form, during the Subscription Term, infringes the registered intellectual property rights of a third party ("Infringement Claim") in the territory of Customer's address on the applicable SaaS Order Form, and pay any and all damages, charges, costs, including without limitation reasonable legal fees and disbursements ("Losses") arising therefrom which are finally decided by a court of competent jurisdiction, or arrived at during settlement of such third party claim; provided that the TCS shall have no obligations to the Customer under this Section 11.1 or Section 11.2 below for Losses to the extent resulting from:

a.  Customer's or any Authorized User's breach of this Agreement, including but not limited to, use of the SaaS Services, Software, Enabling Software and Documentation, in a manner contrary to or in violation the provisions of this Agreement; or

b.  Use of the SaaS Services, the Software or the Enabling Software in combination with third party hardware or software, or with third party services, processes or materials where the infringement would not have occurred but for such combination; or

c.  Customer's refusal, delay or failure (where applicable) to implement corrections, revisions, updates or upgrades provided by TCS, the use of which would have prevented any such Infringement Claim; or

d.  TCS's compliance with any specific requirements, instructions or technical designs of the Customer;

e.   TCS' use, processing or storage of or otherwise arising out of or in relation to any Customer materials, information or data; or

f.  Customer's or its Authorized Users continued use of the SaaS Services, the Software, the Enabling Software, the Documentation or other allegedly infringing activity after receiving notice of the alleged infringement; or

g.  Any version of the SaaS, or the Enabling Software which is no longer supported by TCS.

11.2    Subject to the foregoing provisions, in the event that any Infringement Claim is initiated against Customer, or in the TCS's sole opinion is likely to be initiated for which TCS is liable in terms of Section 11.1, then TCS may, at its sole discretion and expense, either:

a.  modify or replace the infringing part of the SaaS Services or Documentation so that such part is no longer infringing; or

b.  procure for Customer the right to continue using the infringing part of the SaaS Services.

c.  If TCS determines that neither of options 11.2 (a) and (b) is reasonably available, TCS may terminate the applicable SaaS Order Form or part thereof upon written notice to Customer and refund to Customer the portion of the pre-paid Fees covering the unexpired Subscription Term for such SaaS Service.

The provisions of Section 11.1 and Section 11.2 state the TCS's entire liability and Customer's sole remedy with respect to any Infringement Claim.

11.3    Customer agrees to defend, indemnify and hold TCS and its affiliates, licensors and their respective officers, agents, employees, harmless from any and all damages, claims, demands, actions, penalties and expenses, including reasonable legal fees relating to or arising out of out of sub-sections (a) to (g) of Section 11.1 or any matters connected therewith."

11.4    Neither Party ("Indemnitee") shall be entitled to seek any indemnification from the other party ("Indemnitor") under this Section 5 unless Indemnitee (i) provides Indemnitor with prompt written notice of any such Infringement Claim and furnish a copy of each communication, notice or other action relating to such claim and any subsequent litigation updates, for which Indemnitee is seeking or may seek indemnification hereunder; (ii) permits the indemnifying Party to assume sole authority and control defense and settlement of the claim and any subsequent appeal at its own expense; (iii) does not make any statement or admission in relation to such claim which may prejudicially affect the chances of settlement or defense of such claim; and (iv) provides information and assistance reasonably requested in connection with such claim or suit or settlement, including any statements to third parties regarding the claim; provided, further, however, that (1) no settlement involving consideration, concessions or agreements affecting the Indemnitee shall be made without the Indemnitees consent, which shall not be unreasonably withheld, and (2) the other Party may participate in any such claim or suit at its own expense.

12.     LIMITATION OF LIABILITY

12.1    Except as stated in Section 12.3, neither Party shall be liable to the other for any special, indirect, incidental, consequential, exemplary or punitive damages, or for loss of revenue, investment, profit, reputation, goodwill or anticipated savings, loss or corruption or interruption of or damage to data, business interruption, whether in contract, tort or other theories of law, even if the Party has been advised of the possibility of such damages or if the remedy otherwise fails of its essential purpose.

12.2    Except, as set forth in Section 12.3 and for breach of confidentiality obligations (but excluding any breach of personal data or breach of privacy or data protection laws by TCS), the total cumulative liability of either Party under this Agreement shall not exceed in aggregate the amount paid or payable to TCS by the Customer for the relevant SaaS Service that gives rise to such liability for the twelve (12) months period immediately preceding such claim. This limitation of liability is cumulative and not per incident. Failure of the Customer to pay the applicable Fees owing to TCS under this Agreement shall not be subject to the aforesaid liability cap amount.

12.3    The limitation on either Party's liability as set forth in Section 12.1 and Section 12.2 shall not apply to liability for damages, resulting from (i) the wilful misconduct; (ii) indemnification obligations of the Parties under this Agreement; (iii) infringement or misappropriation by Customer or its Authorized Users of intellectual property rights of TCS in the SaaS Services, the Software, Enabling Software or the Documentation; or (v) breach by Customer of Section 10.4. Notwithstanding anything contrary to anything in this Agreement, for Trial Services, TCS' and its Affiliates liability is limited to direct damages up to US$100.00 USD or an equivalent amount in applicable local currency.

12.4    TCS, its Affiliates and their respective directors, officers, employees, agents, subcontractors or service providers, shall not be liable or responsible for: (a) any delay or failure of any obligations, if and to the extent Customer or its Authorized Users have failed to comply with the terms of this Agreement; (b) any loss, damage or liability arising from or due to Customer data, information or other material; (c) any security incidents arising from Customer data, information or other material or Customer's lack of reasonable security controls or negligence; (d) any delays, delivery failures, damages or losses resulting from materials, software, data, systems, networks, facilities, products or services not furnished or provided by TCS; (e) the deletion, correction, destruction, damage, loss, corruption, failure to store or recovery of any Customer data arising out acts or omissions of Customer or its Authorized Users. In such event, TCS shall be (a) allowed additional time as may be required to perform its obligations, and (b) entitled to charge the Customer for additional costs incurred, if any, as may be mutually agreed upon between the Parties.

12.5    The disclaimers and limitations of liability under this Agreement will apply regardless of the cause of action, whether in contract, tort, infringement or other theories of liability. Some jurisdictions do not allow the exclusion or limitation of certain damages. Nothing in this Section 12 limits or excludes any liability that cannot be limited or excluded under applicable law. Customer acknowledges that the commercial terms set forth in this Agreement reflect the allocation of risk set forth in this Agreement and that TCS would not enter into this Agreement without these limitations on its liability.

13.     SUSPENSION

13.1    Notwithstanding TCS' right to terminate, Customer acknowledges and agrees that TCS may, directly or indirectly, suspend, disable, deactivate or otherwise deny Customer's, any Authorized User's or any other third party's Use of the SaaS Services, without incurring any resulting obligation or liability, if:

a.  TCS believes, in its good faith and reasonable discretion, that:

i.  Customer or any Authorized User has failed to comply with, any term of this Agreement, or accessed or used the SaaS Service, Software, the Enabling Software or Apps, the Services Environment provided under this Schedule, beyond the Scope of the rights granted or in any manner that does not comply with any instruction or requirement of the Documentation;

ii.  Customer's violation of Section 3.2 of this Agreement;

iii.  Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading or unlawful activities;

iv.  Use or non-use of the SaaS Services, Software by Customer, or Customer data, which poses an imminent threat to the Software or the SaaS Services or third party service provider systems or other TCS customers or result in a violation of applicable law, regulation, legal obligation or rights of any third party;

v.  any materials provided by Customer violate the rights of any third party; or

vi.  Customer has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of Customer assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or

b.  TCS receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires TCS or its Affiliate to do so.

This Section 13 does not limit any of TCS's other rights or remedies, whether at law, in equity or under this Agreement. TCS may remove any content or data of Customer in the Services Environment for such period as TCS deems necessary to prevent such harm or violation. TCS shall have no liability to Customer if TCS takes such action. Any such suspension by TCS shall not be treated as breach by it of the provisions of this Agreement. TCS may impose a reconnection fee in the event Customer is suspended due to its default and thereafter requests access to the SaaS Services. Customer remains responsible for all Fees during the period of suspension and any reconnection charges; however, Customer data will not be erased, except as specified elsewhere in this Agreement. TCS will endeavor to provide sufficient advance notice of suspension and opportunity to resolve any breach wherever practical.

14.     TERM AND TERMINATION

14.1    This Agreement shall become effective as of the Start Date of the Subscription Term mentioned in the applicable SaaS Order Form and shall continue to remain in effect until the expiry of the Subscription Term mentioned therein, unless this Agreement or applicable SaaS Order Form is terminated in accordance with the provisions herein.

14.2    Termination for Convenience. If the applicable SaaS Order is for more than one year, either Party may terminate the applicable SaaS Order Form by a written notice to the other Party at least sixty (60) days before the expiry of the then-current year of services. For removal of doubt and by way of illustration, if any Party intends not to continue the applicable SaaS Order Form or relevant SaaS Service say after 24^th month from the Start Date mentioned in the applicable SaaS Order Form, such written notice should be given before the start of 22^nd month from the Start Date. If the notice of termination is not given at least two (2) months before the expiration of the then-current year of services, the notice of termination shall become effective only at the expiration of the next year of applicable SaaS Service. The Customer shall be liable to pay the applicable Fee up to the date of termination in addition to all unpaid Fees due on the date of termination.

14.3    Termination for Material Breach. Either Party may terminate this Agreement or relevant SaaS Service immediately by a written notice to the other Party (i) in the event of a material breach by the other Party, that is not curable, and by a written notice of 30 days, if the breach is curable and is not cured within the said notice period; or (ii) in the event of any proceedings in bankruptcy, insolvency or winding up filed by or against the other Party or for the appointment of an assignee or equivalent for the benefit of creditors or of a receiver or of any similar proceedings; or (iii) immediately if Customer assigns or transfers this Agreement or any of its obligations hereunder to any third party in violation of Section 17(b); or (iv) if Customer fails to pay when due any undisputed amount of Fees and fails to remedy that breach or non-payment within five days after receipt of written notice from TCS demanding that Customer do so.

14.4    In addition to the Termination provisions under Section 14 of the Agreement, TCS may also terminate this Agreement or applicable SaaS Order Form or SaaS Service immediately upon notice to Customer (a) for cause, if any act or omission by Customer or any Authorized User results in a suspension described in Section 13 of this Agreement, (b) if TCS' relationship with a third party partner who provides software or other technology TCS uses to provide the Software or SaaS Services expires, terminates, or requires TCS to change the way TCS provides the Software or other technology as part of the SaaS Services, (c) if TCS believes providing the SaaS Services could create a substantial economic or technical burden or material legal or security risk for TCS, (d) in order to comply with the law or requests of governmental entities, or (e) if TCS determines use of the SaaS Services by Customer or any Authorized User or TCS' provision of any of the SaaS Services to Customer or any Authorized User is impractical, prohibited, or unfeasible for any legal or regulatory reason.

14.5    Effect of expiry or termination.

(a)  In the event of termination or expiry of this Agreement or Subscription Term of the relevant SaaS Service, Customer shall (i) forthwith cease to access and/or use any of relevant SaaS Service, Software, the Enabling Software, the Documentation and Services; (ii) return to TCS any of TCS confidential and proprietary information and material in its possession; (iii) immediately pay any and all unpaid Fees due on the date of termination. No data access or retrieval services are available post expiry or termination of this Agreement or applicable SaaS Service and/or SaaS Order Form. Customer is advised to take regular back-ups of Customer data on the applicable SaaS Services before such expiry or termination. Customer data may, however, be retained for a period of thirty (30) days post expiry or termination of the Subscription Term and may be made available if the subscription is renewed by the Customer within such thirty (30) days.

(b)  Survival: Termination shall be without prejudice to any other rights or remedies a Party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either Party. The provisions of this Agreement and the applicable SaaS Order Form, which by their very nature are necessary to determine, enforce or interpret the rights and obligations of the Parties shall survive any expiration or termination of this Agreement or applicable SaaS Order Form, including without limitation, Sections 3, 5, 6, 7, 10.2, 11, 12, 14.4, 15, 16, 17(c), (e) and (f) of the Agreement.

15.     GOVERNING LAW AND DISPUTE RESOLUTION.

15.1    This Agreement shall be governed by laws of jurisdiction where Tata Consultancy Services Limited or its branch office or its Affiliate which accepts the SaaS Order Form is organized or as may be otherwise agreed to specifically in the applicable SaaS Order Form, without giving effect to the conflicts of law principles thereof and Courts in such jurisdiction shall have the exclusive jurisdiction over any matter arising out of or connected with this agreement. The Uniform Computer Information Transactions Act or the U.N. Convention on the International Sales of Goods will not govern this Agreement.

15.2    The Parties will use their best efforts to resolve any controversy or claim arising out of or relating to this Agreement through good faith negotiations during a period of 10 business days after the date of a written notice of a controversy or claim.

15.3    Subject to Section 15.2, any disputes, controversy or claim arising out of or in connection with this Agreement will be finally settled by arbitration in accordance with commercial arbitration rules of the International Chamber of Commerce (ICC) by one or more arbitrators appointed in accordance with said Rules for the time being in-force, which Rules are deemed to be incorporated by reference in this Section. The arbitration shall be conducted in English language and the seat of arbitration shall be city where Tata Consultancy Services Limited or its branch office or its Affiliate which accepts the SaaS Order Form which gives rise to dispute has its registered office or branch. If ICC does not have a seat such place, the seat shall be the city nearest to the place where Tata Consultancy Services Limited or its branch office or its Affiliate, which accepts the SaaS Order Form that gives rise to dispute, is, organized and ICC has a seat. Parties may agree to arbitration in accordance with arbitration rules of an institution other than ICC and/or seat of arbitration in the applicable SaaS Order Form. The arbitrator will be a third party mutually agreed to by the Parties, or if the Parties cannot agree, claims shall be heard by a panel of three arbitrators. Within thirty (30) days after the commencement of arbitration, each Party shall select one person to act as arbitrator and the two selected arbitrators shall select a third arbitrator within thirty (30) days of their appointment. If the arbitrators selected by each Party are unable or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the arbitration institution. The arbitrators will have no authority to award punitive or other damages not measured by the prevailing Party's actual damages. Neither a Party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both the Parties. Licensee on behalf of itself and each Authorized User agrees to waive any right it may have to: (i) a trial by jury; and (ii) commence or participate in any class action against TCS, its Affiliates, licensors or subcontractors, related to this Agreement.

15.4    Nothing herein shall prohibit TCS from seeking a temporary restraining order, preliminary injunction or other provisional relief if, in its judgment, such action is necessary to avoid irreparable damage, to preserve the status quo, or to prevent or stop the violation of these term and conditions and/or infringement of intellectual property rights or other proprietary rights or Confidential Information of TCS, its Affiliates and/or their respective licensors, or from bringing and pursuing legal action to specifically enforce the provisions of this Section.

16.     NOTICES:

16.1    All notices and other communications required under this Agreement will be in writing and sent to the address for such Party mentioned on the applicable SaaS Order Form, or to such other address as will be given by either Party to the other in writing, and will be effective: upon actual delivery if presented personally or sent by express overnight courier (with a signature acknowledging receipt), or seven days following deposit in the mail if sent by certified or registered mail, postage prepaid, return receipt requested to the party to be notified. Copy of all notices to TCS shall be sent to the attention of General Counsel, Tata Consultancy Services Limited, TCS House, Raveline Street, Fort, Mumbai, India 400 001.

17.     MISCELLANEOUS

a.  Amendment. This Agreement (including any policies and referenced documents) may be amended by TCS any time in TCS' sole discretion by posting a revised version on web site at https://mastercraft.tcsapps.com/ or any successor site. The amended terms will become effective upon posting for Trial Services or for non-paying Customers. For paying Customers, the Agreement which is effective as of the Start Date mentioned on the applicable SaaS Order Form shall continue to be applicable for the Subscription Term specified in such SaaS Order Form. The amended then-current Agreement will become applicable from the effective date of a new or renewal SaaS Order Form. However, the amended policies or documents (such as privacy policy and security policy) where such revision is done to meet any legal or regulatory requirements or improve security of the SaaS Services and any notices related to Third Party Software will become effective immediately on posting. It is Customer's responsibility to check on the website regularly for amendments to this Agreement. The Customer will also be prompted regarding amendment on its next login.

b.  Independent Contractors and assignment. Each Party to this contract is an independent contracting entity and shall not be deemed an agent, legal representative, joint venture partner or partner of the other. Neither Party is authorized to bind the other to any third person. Customer shall not assign or transfer this Agreement or any obligations hereunder to any third party, without the prior written consent of TCS.

c.  Export Compliance. Customer acknowledges and agrees that SaaS Services may be subject to local and extraterritorial export controls sanction/embargo laws, rules, regulations and policies ("Export Controls"). Customer shall not, directly or indirectly, export, re-export, divert or transfer allow Use to any sanctioned, embargoed or designated individuals, entities or destinations or for prohibited purposes in violation of any applicable Export Controls, or export or re-export any software, Enabling Software or technical or personal data (or direct products thereof) in violation of any applicable Export Controls. Customer represents that it, its Affiliates, their respective employees and Authorized Users are not a person, entity or destination restricted, prohibited, sanctioned or embargoed by Export Controls or listed on list of parties of concern or other early warning systems published by various governments and agencies ("Restricted Person") to which access or Use of Software, Enabling Software, SaaS Services or provision of Software Support, is prohibited by the Export Controls. Customer is solely responsible for obtaining all necessary licenses or authorizations relating to the re-export, transfer or access of the Software, Enabling Software, or any portion thereof or technical data (or direct products thereof) and for ensuring compliance with the requirements of such licenses or authorizations. Customer shall provide TCS with any documents or declarations, which might be required under any applicable law, government regulation or government policy to comply with export control laws, regulations or policies. Customer shall, at its expense, defend TCS and its Affiliates from any third party claim or action made against TCS or its Affiliates arising out of Customer's violation or alleged violation of the Export Controls and shall pay any judgments or settlements reached in connection with such claim as well as TCS and its Affiliates' costs of responding to such claim.

d.  Force Majeure: Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement to the extent such failure or delay is caused by any reason beyond its reasonable control, such as fire, flood, earthquake, epidemic, elements of nature or acts of God, acts of state, strikes, acts of war, terrorism, riots, civil disorders, rebellions or revolutions; quarantines, embargoes and other similar governmental action (a "Force Majeure Event"). The affected Party will immediately notify the other by reasonable detail of the Force Majeure Event. If a Force Majeure Event continues for more than 30 days, either Party may, by a written notice to the other Party, terminate this Agreement, without liability.

e.  Severability. If any provision of this Agreement be held invalid or unenforceable by a competent court, such provision shall be modified to the extent necessary to make it valid and enforceable whilst preserving the intent of the Parties and all other provisions of this Agreement shall remain fully valid and enforceable unless otherwise agreed between the Parties.

f.  No Waiver. No provision of this Agreement nor any breach thereof will be considered waived by either Party, unless such waiver is in writing signed on behalf of that Party and no such waiver will constitute a waiver of, or excuse for any other or subsequent breach of this Agreement.

g.  Headings. Headings in this Agreement are for reference purpose only and shall not affect the validity or interpretation of the clauses.

h.  Entire Agreement. This Agreement, along with the applicable Software Order Form executed with reference to this Agreement and documents or policies referenced herein or in the applicable Software Order Form sets forth the entire agreement between the Parties and supersedes any other prior or contemporaneous communications, proposals, agreements and representations between them related to its subject matter, whether written or oral, between the Parties and all amendments and extensions thereof, which will be deemed to be superseded by this Agreement. Each Party acknowledges that it has not relied on or been induced to enter into this Agreement by, and to the extent permitted by applicable law, a Party is not liable to another Party in contract or tort or in any other way for, a representation or warranty that is not set out in this Agreement. For the avoidance of doubt, this Agreement shall in no way supersede any terms and conditions of any Third-Party Software license agreement. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of any SaaS Order Form or any related agreement, the provisions of this Agreement shall prevail except for cases where the provisions of this Agreement in Sections 5, 15 and 16 permit changes to such provisions in the SaaS Order Form in which case the provisions of the SaaS Order Form shall prevail. For avoidance of doubt, if any SaaS Order Form contains certain special terms that are applicable to the relevant Software or SaaS Services, to the extent such special terms do not conflict with the provisions of this Agreement, the special terms in the SaaS Order Form shall prevail. Any terms that may appear on a Customer's purchase order (including without limitation pre-printed terms) shall be deemed null and void in respect of the subject matter of this Agreement.

V1.1 Released on 15^th October 2020

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