1.1         Subject to the terms of this Agreement, the Company grants the Customer a non-exclusive, non-transferable right to use and access the Services.

2.               SAAS SERVICES AND SUPPORT

2.1            Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services in accordance with the Service Level Terms attached hereto as Exhibit B. As part of the registration process, Customer will identify an administrative user name and email for Customer’s Company account.

2.2            Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with Company’s standard practice. 

3.               RESTRICTIONS AND RESPONSIBILITIES

3.1            Customer will not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”);  (b) modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by the Company or authorized within the Services); (c) lease, loan, rent, sell, resell, license, sublicense, transfer, assign, distribute or make the Software, or any part thereof, available to a third party in any way (except to the extent expressly permitted by Company or authorized within the Services) (d) use the Services for any other purpose other than the Customer’s internal business, (e) create any unauthorized Internet “links” to the Services or “frame” or “mirror” any content of the Services on any other server or wireless or Internet-based device or (f) copy any ideas, features, functions or graphics of the Software or the Services.

3.2            Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations.  Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor  Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

3.3            Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”).  Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

4.               OWNERSHIP RIGHTS

4.1         The Company has sole ownership of all intellectual property rights in and to: (a) the Services, the Software and all written specifications, operating and user manuals delivered with the Services or the Software, whether in print or in electronic form (the “Software Documentation”), (b) the trademarks, service marks and trade names associated with the Services, Software and Software Documentation, (c) all other material developed, created or used in connection with the Services, the Software and Software Documentation and (d) all improvements, modifications and enhancements to the Services and Software.  

5.               CONFIDENTIALITY; PROPRIETARY RIGHTS

5.1            Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).  Proprietary Information of Company includes: (a) non-public information regarding features, functionality and performance of the Services or Software and (b) any information concerning the business, accounts, financial or contractual arrangements or other dealings, transactions or affairs of the Company which may be within or which, in the course of matters arising under this Agreement may come to the Customer’s knowledge. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing confidentiality provisions shall not apply with respect to any information that: (a) is or becomes generally available to the public through no fault of the Receiving Party, or (b) was required by any securities exchange or regulatory or governmental body to which the Receiving Party is subject to, wherever situated, whether or not the requirement for information has the force of law , or (c) was disclosed on a strictly confidential basis to the professional advisers, auditors and bankers of the Receiving Party, or (d) is required to be disclosed by law of any relevant jurisdiction or for the purpose of any judicial proceedings, or (e) required to enable the Receiving Party to enforce its rights under this Agreement. The confidentiality restrictions contained in this Clause 5.1 shall continue to apply after the date of this Agreement without limit in time.    

5.2            The Customer shall own all right, title and interest in and to the Customer Data. The Company may use the Customer’s logo and reference Customer as a client in sales presentations, on Company’s website and in marketing materials and activities.  

5.3            Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and  Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.  

6.               PAYMENT OF FEES

6.1            Customer will pay Company the then applicable fees described in the Order Form for the Services in accordance with the terms therein (the “Fees”).  If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then‑current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed  Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.  Inquiries should be directed to Company’s customer support department. If the Customer elects to cease using the Services during the Initial Services Term, the Customer shall continue to be liable for payment of Fees for the Services and the Customer shall not be entitled to any refund of Fees.

6.2            Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice.  Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service.

7.               TERM AND TERMINATION

7.1            Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

7.2            In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement.  Upon any termination, Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

7.3            Upon any termination of this Agreement all rights granted hereunder to the Customer shall immediately terminate and the Customer shall have no right to continue to access or use the Services.

8.               WARRANTY AND DISCLAIMER

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services.  Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.  However, Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services.  EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

9.               INDEMNITY

Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any  patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing.  The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement.  If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.

10.            LIMITATION OF LIABILITY  

10.1       NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR
BODILY INJURY OF A PERSON,  COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT
LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES,
REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE
WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS
RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER
THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR
CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR
TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND
COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH
AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO
COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT
THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2       The Customer acknowledges that the Services may enable it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and acknowledges it does solely at its own risk. The Company makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer with any such third party (including but not limited to tax advisors, legal advisors or immigration advisors). Any contract entered and any transaction completed is between the Customer and the relevant third party, and not the Company.  The Company does not endorse or approve any third-party service provider nor the content of any of the third-party website made available via the Services.  

11.            DATA PROTECTION

For the purposes of this Agreement, “Data Protection Laws” means all applicable national and EU data protection laws, regulations and guidelines, including but not limited to the Data Protection Acts 1988-2018 of Ireland, Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (the “General Data Protection Regulation”), and any guidelines and codes of practice issued by the Data Protection Commission or other supervisory authority for data protection in Ireland. The terms “Data Controller”, “Data Processor” and “Personal Data” shall have the meanings given under the Data Protection Laws.

11.1 The Company and the Customer acknowledge for the purposes of the Data Protection Laws, the Customer is a Data Controller and the Company is a Data Processor. The Customer shall use its best endeavours in assisting the Company comply with its obligations under the Data Protection Laws.

12.            MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.  This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent.  Company may transfer and assign any of its rights and obligations under this Agreement without consent.  This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.  No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.  In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.  All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This agreement will be governed and interpreted in accordance with the laws of the Republic of Ireland, and any dispute, controversy or claim arising out of or relating to this agreement, or the breach, termination or validity of the agreement, will be finally settled by arbitration in accordance with the Irish Arbitration Act 2010 (as amended from time to time) when the arbitration request is submitted. The laws of this arbitration clause will be in Irish law. The seat of arbitration shall be in the Republic of Ireland. The number of arbitrators will be one. The arbitration proceedings will be conducted in English. Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.