·1Password Partner Program Agreement

·Last updated: January 13, 2026

·BY SUBMITTING AN APPLICATION TO JOIN THE 1PASSWORD PARTNER PROGRAM, PARTICIPATING IN THE 1PASSWORD PARTNER PROGRAM, PLACING AN ORDER FOR THE SERVICES, OR CLICKING "I AGREE" OR A SIMILAR PHRASE WHEN YOU SIGN UP FOR A PARTNER ACCOUNT, YOU AGREE TO BE BOUND BY THE APPLICABLE SECTIONS OF THE FOLLOWING PARTNER PROGRAM AGREEMENT (THE "PARTNER AGREEMENT").

·THE PARTNER AGREEMENT IS BETWEEN YOU, AS PARTNER (AS DEFINED BELOW IN SECTION A.1.), AND AGILEBITS INC. (DBA 1PASSWORD), A CORPORATION INCORPORATED UNDER THE LAWS OF THE PROVINCE OF ONTARIO, CANADA, AND HAVING ITS PRINCIPAL PLACE OF BUSINESS AT 4711 YONGE ST, 10TH FLOOR, TORONTO, ONTARIO, M2N 6K8, CANADA ("1PASSWORD"). EACH OF PARTNER AND 1PASSWORD IS A "PARTY" AND TOGETHER THE "PARTIES".

·YOU CAN REVIEW THE CURRENT VERSION OF THE PARTNER AGREEMENT AT ANY TIME AT HTTPS://1PASSWORD.COM/LEGAL/PARTNERSHIP-AGREEMENT. IF A SIGNIFICANT CHANGE IS MADE, 1PASSWORD WILL PROVIDE REASONABLE NOTICE EITHER BY EMAIL, OR IN YOUR PARTNER DASHBOARD. YOU ARE ADVISED TO CHECK THE PARTNER AGREEMENT FROM TIME TO TIME FOR ANY UPDATES OR CHANGES THAT MAY IMPACT YOU. ANY REFERENCE TO THE PARTNER AGREEMENT INCLUDES ANY AND ALL TERMS AND DOCUMENTS INCORPORATED BY REFERENCE.

·YOU REPRESENT THAT YOU PARTNER HAS GIVEN YOU FULL AUTHORITY TO BIND THE PARTNER TO THE PARTNER AGREEMENT. IF YOU DO NOT HAVE THIS AUTHORITY, OR YOU OR PARTNER DO NOT AGREE TO, OR CANNOT COMPLY WITH, THE PARTNER AGREEMENT, THEN YOU OR PARTNER MAY NOT SUBMIT AN APPLICATION, PARTICIPATE IN THE 1PASSWORD PARTNER PROGRAM, REQUEST A QUOTE OR PLACE AN ORDER WITH 1PASSWORD.

·THIS PARTNER AGREEMENT ADDRESSES DIFFERENT TYPES OF PARTNER ACTIVITIES: PART A APPLIES TO ALL PARTNERS; PART B APPLIES TO RESELLERS; PART C MANAGED SERVICE PROVIDERS. IF YOU DO NOT PARTICIPATE IN PARTNER ACTIVITIES DESCRIBED IN PARTS B, OR C, THEN THESE PARTS OF THE PARTNER AGREEMENT DO NOT APPLY TO YOU.

Part APART A - APPLIES TO ALL PARTNERS

11. Definitions

·Unless defined elsewhere in the Partner Agreement, capitalized terms set out in the Partner Agreement are defined as follows:

1.11.1 "1Password Terms" refers to the terms and conditions governing Customer's access to and use of the Services, as detailed at https://1password.com/legal/terms-of-service. This includes, where applicable, the Data Processing Agreement and any related policies, all of which may be updated, amended, or revised from time to time by 1Password at its sole discretion. These Terms of Service outline the rights, responsibilities, and obligations of both 1Password and the Customer in relation to the Services.

1.21.2 "Affiliate" means any majority-owned subsidiary or other entity which a party controls or is controlled by, or with which it is under common control with a party.

1.31.3 "Authorized Users"means those individuals associated with a Customer and who have been authorized by the Customer to access and use the Services.

1.41.4 "Brand Guidelines"means the 1Password brand guidelines available at: https://brand.1password.com/document/45#/-/download-our-all-in-one-press-kit

1.51.5 "Confidential Information" has the meaning given to that term in Section 13.1.

1.61.6 "Customer" means any legal entity with which the Partner has entered into a commercial relationship for the use of the Services. Customers are bound by either: (i) the 1Password Terms; or (ii) a negotiated agreement between the Customer and 1Password.

1.71.7 "Documentation" means any materials, resources, guides, manuals, specifications, or related content made available by 1Password to the Partner. This documentation is intended to provide detailed information, guidance, or instructions regarding the use, integration, promotion, or support of the Services or Partner Program.

1.81.8 "Effective Date" means the date that the Partner accepts this Partner Agreement.

1.91.9 "Intellectual Property" means any and all tangible and intangible rights associated with and now known or hereafter existing: (i) works of authorship throughout the universe including, but not limited to, copyrights, moral rights, and mask works; (ii) trademarks, service marks and trade name rights and similar rights; (iii) trade secrets; (iv) patents, designs, algorithms and other industrial property rights; (v) all other intellectual and industrial property and proprietary rights of every kind and nature throughout the universe and however designated, whether arising by operation of law, contract, license or otherwise; and (vii) all registrations, applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force globally.

1.101.10 "International Trade Control Authority" means (i) the United States, (ii) Canada, (iii) the United Nations Security Council, (iv) the European Union, (v) any Member State of the EU, (vi) the United Kingdom, (vii) the respective governmental institutions of any of the foregoing including, without limitation, or (viii) any other relevant authority.

1.111.11 "International Trade Control Laws" means laws and regulations governing the export, re-export, transfer, or re-transfer of goods, software, technology, technical data, and technical services, and economic or financial sanctions (such as restrictive measures, asset freezes, etc.) or trade embargoes, decisions, executive orders, notices, or other comprehensive or non-comprehensive prohibitions against transaction activity, imposed, implemented, enacted, administered, or enforced by any International Trade Control Authority.

1.121.12 "Managed Customers" means those Customers purchasing the Managed Service Services through the MSP pursuant to an agreement with the MSP.

1.131.13 "Managed Identity" means non-service account identities listed with an 'active' status in the Customer's primary identity provider (IdP), as integrated with the Services."

1.141.14 "Managed Services" means MSP's managed service offering in which MSP provides a Managed Customer with access to the Services along with implementation, billing and support services.

1.151.15 "MSP Data" means any information, data, or content provided or uploaded by the MSP, a Managed Customer or its Authorized Users within the Services.

1.161.16 "Partner"means an entity that has agreed to the terms of this Partner Agreement and participates in the 1Password Partner Program. The different types of Partners are listed below and Partner may qualify as more than one type of Partner concurrently for the purpose of this Partner Agreement, depending on the circumstances:

• 1.16.11.16.1 "Reseller" is a Partner authorized to market, promote, and sell the 1Password Services to Customers. The Reseller acts as an intermediary between 1Password and Customers and facilitates sales without altering the 1Password's Services.
• 1.16.21.16.2 "Managed Service Provider" or "MSP" means Partners that sell and provide Managed Services to Managed Customers.

1.171.17 "Partner Program" means the resources made available by 1Password to Partners from time to time.

1.181.18 "Purchase Order" shall mean a purchase order document, in tangible or intangible form (e.g. .rtf, .pdf, formats, etc.), issued by Partner, indicating acceptance of the referenced Quotation, without regards to any conflicting terms and conditions presented therein, except with respect to price, quantity, and location.

1.191.19 "Order Form" means a document that outlines the specific terms and conditions for the purchase of Services by Partner on behalf of Customer, including but not limited to descriptions, quantities, pricing, payment terms, and other relevant details.

1.201.20 "Quotation" means a written quotation issued by 1Password to the Partner for certain Services required by the Partner for resale to the Customers.

1.211.21 "Resale License" means the rights, licenses and subscriptions granted by 1Password to Partner pursuant to Section 3 of this Partner Agreement.

1.221.22 "Restricted Party" means a person, whether or not having a legal personality, (or persons in aggregate) who (a) is (or are) listed on any Sanctions List, (b) or is (or are) "owned" directly or indirectly, individually or in the aggregate, 50% or greater, or "controlled" (as such terms are defined and construed in International Trade Control Laws in any related official guidance), directly or indirectly, by a person (or persons in aggregate) who is (or are) listed on any Sanctions List, or (c) is or has been acting on behalf or at the direction of a person (or persons in aggregate) who is identified in (a) or (b) above or is otherwise targeted by International Trade Control Laws.

1.231.23 "Sanctions List" means all sanctions lists maintained by any of the competent International Trade Control Authorities as amended, supplemented, or substituted, including but not limited to the U.S. Department of the Treasury's Office of Foreign Assets Control's (OFAC) Specially Designated Nationals List, Sectoral Sanctions Identification List, and the Foreign Sanctions Evaders List; the U.S. Department of Commerce's Entity List, Unverified List Denied Persons List, or Military End User List; the Consolidated Canadian Autonomous Sanctions List; the Consolidated List of Financial Sanctions Targets issued by His Majesty's Treasury and the UK Sanctions List; and the EU Consolidated list of persons, groups and entities subject to EU financial sanctions and entities subject to EU financial sanctions listed in Annex XIX of Council Regulation (EU) No 833/2014.

1.241.24 "Services" means 1Password's subscription service(s), including any and all related or underlying technology, code, know-how, logos, and templates, anything delivered as part of support or other services, and any updates, modifications or derivative works of any of the foregoing.

1.251.25"Taxes" means all federal, provincial, state, local or other governmental sales, value added, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future.

1.261.26 "Territory" means any territory established by 1Password with the Partner.

22. Purpose

2.12.1 This Partner Agreement sets forth the terms and conditions under which the 1Password authorizes Partners to promote, market, and resell the 1Password's Services. The purpose of this Partner Agreement is to establish a collaborative partnership that enables Partners to distribute the 1Password Services to Customers, either directly or through authorized channels, in a manner that benefits all parties.

33. Grant of License

3.13.1 Grant of Resale License. 1Password hereby grants to Partner a non-transferable, non-exclusive, non-exclusive license to promote, market, distribute, and resell the Services to Customers in the Territory during the term of this Partner Agreement (the "Resale License"), subject at all times to the terms and conditions of this Partner Agreement, as it may be updated and amended by 1Password from time to time in its sole discretion. 1Password acknowledges that Partner retains the right to market services on behalf of other service providers which are the same or substantially similar to the 1Password Services described herein.. Partner will have no right, power, or authority to bind or obligate 1Password in any manner whatsoever except as specifically provided herein. 1Password retains all ownership rights, title, and interest in and to the Services and any technology therein, including all intellectual property rights therein and thereto.

3.23.2 Customer Termination. Partner agrees that, for the duration of this Partner Agreement, Partner will not directly or indirectly solicit or encourage any Customer to terminate 1Password Services. However, Partners may facilitate termination of Services at the Customer's request or in accordance with the Terms.

3.33.3 Evaluation Agreements. If the applicable Purchase Order indicates that the licenses granted are for evaluation purposes, 1Password hereby grants Partner a temporary, non-exclusive, non-transferable, and revocable license to resell the Services solely for internal testing, evaluation, proof-of-concept, or demonstration purposes during the specified evaluation period.

44. Intellectual Property

4.14.1 Marks. 1Password retain all rights, title, and interest in and to our Services, including any modifications or derivative works thereof, except for those rights expressly granted to you in this Partner Agreement. Neither Party shall use or register any marks, trade names, domain names, or other identifiers (collectively, "Marks") of the other party, or any marks that are confusingly similar to those of the other Party. 1Password reserves the right to use Partner Marks solely to reference Partner as an authorized Partner. Partner may utilize 1Password Marks in relation to the Services, but only in accordance with the Brand Guidelines, along with any additional partner style guidelines we may provide through written communication. Should 1Password provide written notice that Partner's use of 1Password Marks does not comply with the Brand Guidelines, Partner will immediately cease or suspend such use in any marketing materials.

4.24.2 Partner Marks. 1Password may use Partner's name, logo, and marks ("Partner Marks") to identify Partner as a 1Password Partner on 1Password's website and other marketing materials. 1Password may identify the Partner during communications with 1Password's partners, customers, or prospects without Partner's consent. All use of Partner Marks will be in accordance with any marketing and usage guidelines provided by Partner, as they may be reasonably amended from time to time.

4.34.3 Restrictions. Partner shall not, and shall not cause, encourage or assist any third party to: (a) access or use the Services in excess of what is allowed in this Partner Agreement, or pursuant to any other limitations described in a Quote or Purchase Order; (b) alter, translate, create derivative works of or otherwise modify the Services; (c) reverse engineer, decompile, disassemble or otherwise attempt to derive the detection methodology or data, source code, algorithms, or machine learning methods for a Service (except to the extent that such prohibition is expressly precluded by applicable law), circumvent its functions, or attempt to gain unauthorized access to a Service or its related systems or networks; (d) remove or alter any notice of proprietary right appearing in the Services, or affix or place any labels or markings in the Services that might be interpreted as a claim of ownership by Partner or any third party; (e) conduct any benchmark, stress tests or other review or analysis for the purpose of competing with 1Password, or (f) perform an analysis of the Offerings versus competitor products or publish a review or the results of any evaluation of the Services unless approved by 1Password in writing.

4.44.4 Feedback. Partner may provide 1Password with suggestions, comments and feedback regarding the Services, including but not limited to usability, bug reports and test results, with respect to the foregoing (collectively, "Feedback"). Partner grants 1Password a worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up right without any attribution of any kind (and without publicly identifying Partner): (i) to make, use, copy, modify, sell, distribute, sub-license, and create derivative works of, the Feedback as part of any Service or related technology, specification or other documentation; (ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the Feedback (and derivative works thereof) as part of any Service or related technology, specification or other documentation; (iii) solely with respect to Partner's copyright and trade secret rights, to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties; and (iv) to sublicense to third parties any claims of any patents owned or licensable by Partner that are necessarily infringed by a third party product, technology or service that uses, interfaces, interoperates or communicates with the Feedback or portion thereof incorporated into an Offering or related technology, specification or other documentation. Further, Partner warrants that its Feedback is not subject to any license terms that would purport to require 1Password to comply with any additional obligations with respect to any Service or related technology, specification or other documentation that incorporate any Feedback.

55. Partner Responsibilities

5.15.1 1Password Terms. The Partner is responsible for ensuring that each Customer is made aware of, and agrees to, the 1Password Terms or a separate agreement between Customer and 1Password. The Partner shall provide the 1Password Terms to each Customer at the point of sale. Any questions or concerns regarding the 1Password Terms shall be promptly referred to 1Password. 1Password reserves the right to update the 1Password Terms from time to time at its reasonable discretion.

5.25.2 Insurance. Partner agrees to maintain, at its own expense, appropriate insurance coverage throughout the term of this Partner Agreement to safeguard both parties' interests. Such insurance shall include, but is not limited to, general liability, cyber liability, professional liability, and any other coverage necessary to fulfill the obligations under this Partner Agreement. All policies must be issued by insurers with a minimum rating of A- by A.M. Best or a comparable rating from another reputable rating agency. Upon request, the Partner shall promptly provide certificates of insurance as evidence of such coverage. Additionally, the Partner agrees to notify the 1Password immediately of any cancellation, non-renewal, or material changes to the insurance policies.

5.35.3 Data Processing Agreement. Partner agrees to notify Customers that the Services are provided by 1Password and that we may process and transfer, use, modify, reproduce, and distribute Customer Data in order to provide and operate the Services.

·The Partner acknowledges and agrees that any processing of personally identifying information shall be in accordance with Customer instructions and governed by the terms of the 1Password Data Processing Addendum ("DPA"), available at https://1passwordstatic.com/files/legal-center/1Password-Online-MSP-DPA.pdf. The DPA is hereby incorporated into and forms an integral part of this Partner Agreement.

5.45.4 Sales and Marketing Efforts. Partner shall promote and distribute the Service in accordance with the following terms: (a) Partner shall represent the Services accurately and fairly, refraining from all misleading or unethical business practices; (b) Partner shall maintain marketing and customer service standards that are appropriate to maintain high-quality Services and to reflect favorably on both the Partner and 1Password's reputation; (c) Partner shall comply with all applicable local, state, provincial, federal, and foreign laws in respect to the marketing communications, promotion and resale of the Services; and (d) Partner shall include in all advertising all applicable copyright and trademark notices as they appear on or in the Services, or as otherwise reasonably directed by 1Password. Partner shall not make any representations as to the functionality or performance of the Services or any related documentation or marketing materials, except as permitted under the Partner Program or as specifically approved in writing by 1Password. Neither Party will issue any press release, public announcement, or public statement about this Partner Agreement or the subject matters related to this Partner Agreement without the other Party's prior written approval (email sufficient).

5.55.5 Training Requirements. Partner will: (a) meet any standards mutually agreed upon by the Parties for displaying, demonstrating, and explaining the use and operation of the Services to customers and potential customers; and (b) maintain an adequate staff of trained sales and support personnel, meeting the minimum requirements agreed to by the parties in writing.

66. Fees and Payment

6.16.1 Payment. Partner shall pay 1Password within thirty (30) calendar days of invoice date, regardless of whether Partner has been paid by Customer. Partner is solely responsible for the collection of amounts owed to Partner by Customer for the Services and the failure to collect money owed by Customer does not excuse Partner's performance to pay 1Password. 1Password shall have no obligation to cease to provide or suspend the Services to any Customer.

6.26.2 Pricing. 1Password will periodically provide Partner with an updated price list for the Services, which may be revised at 1Password's sole discretion. Partner shall collaborate with 1Password to set pricing for the Services sold by Partner. Under no circumstances shall Partner sell any Services below any minimum price established by 1Password.

6.36.3 Partner Margin. Partners are responsible for setting their pricing for Services. 1Password has no responsibility to Partner for, and makes no promises or commitments to Partner regarding, Partner's success in the Partner Program, Partner's profits or margins, or its ability to continue to participate in the Partner Program or sell to any Customers in the future.

6.46.4 Taxes. Any amounts payable by Partner to 1Password under this Partner Agreement that arise as the result of any activity under this Agreement shall be exclusive of Taxes. Such Taxes are in addition to any other amounts owing. If Partner is exempt from payment of such Taxes, Partner must provide 1Password with an original certificate (or other equivalent documentation) that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date 1Password receives such certificate. Partners are responsible for all applicable Taxes that arise from or as a result of any activities under this Partner Agreement or with respect to Partners dealings with Customers. If Taxes are not collected by 1Password in respect of amounts paid by Partner to 1Password for Customer transactions, Partner is responsible for determining if Taxes are payable on such transactions, and if so, paying Taxes to the appropriate tax authorities. Any amounts owing to 1Password by Partner under this Partner Agreement will be free and clear of, and without deduction or withholding for, any withholding taxes of any taxing jurisdictions. If withholding taxes must be withheld from amounts owing to 1Password, such payable will be increased such that the amount received by 1Password is the same as it would have been if no withholding taxes were withheld.

6.56.5 Bundling. The Partner may sell the Services either as a standalone offering or bundled with other Partner products or services.

77. Request for Information and Audits

7.17.1 Audits. Partner shall maintain complete and accurate accounting records, in accordance with generally accepted accounting principles, to document the resale of Services to Customers. 1Password reserves the right to audit these records periodically. Such audits will generally be limited to once per year, and only in cases where there is reasonable doubt concerning the Partner's accounting. Audits will be conducted during Partner's regular business hours, at 1Password's expense, with a minimum of two weeks' written notice provided.

88. Beta Products

8.18.1 Pre-Released Services. If the applicable Purchase Order indicates that the licenses granted are for services that are not yet commercially available ("Pre-Released Services"), 1Password grants the Partner a temporary, non-exclusive, non-transferable, and revocable license to resell the Pre-Released Services and to the associated documentation, as provided by 1Password, solely for internal evaluation purposes. 1Password may terminate the Partner's or Customer's right to use the Pre-Released Services at any time, at its sole discretion. The Partner's or Customer's use of the Pre-Released Services is limited to thirty (30) calendar days unless otherwise specified in the Purchase Order.

8.28.2 No Guarantee of Continuity. The Partner acknowledges and agrees that (i) 1Password has not promised or guaranteed that the Pre-Released Services will be announced or made generally available in the future; (ii) 1Password has no obligation, express or implied, to announce or introduce the Pre-Released Services; and (iii) any use of the Pre-Released Services is entirely at the Customer's own risk.

99. Term and Termination

9.19.1 Term. This Partner Agreement shall commence on the Effective Date and continue until terminated in accordance with the terms of this Partner Agreement (the "Term").

9.29.2 Termination without Cause. Either Party may terminate this Partner Agreement at any time without cause, which termination shall become effective upon thirty (30) days' prior written notice to the other Party.

9.39.3 Termination for Cause. Either Party may terminate this Partner Agreement immediately upon written notice to the other party in the event of a material breach of any provision of this Partner Agreement by the other party, provided that such breach is not cured within thirty (30) days following receipt of written notice specifying the breach in detail. If the breach is not capable of being cured, the non-breaching party may terminate this Partner Agreement immediately upon notice.

9.49.4 Effects of Termination. Upon termination of this Partner Agreement, the Partner shall immediately cease all marketing and promotional activities related to the Services. Neither Party shall be held liable for any damages resulting from the valid termination of this Partner Agreement. Any such termination shall not affect any claims arising prior to the effective date of termination. Upon termination of this Partner Agreement, all sales, transactions, or obligations made or incurred by Reseller prior to the effective date of termination shall continue to be honored and performed in accordance with their respective terms. Termination of this Partner Agreement shall not relieve either Party of any rights or obligations accrued before such termination, including but not limited to the fulfillment of pending orders, payments due, and compliance with applicable terms and conditions of any sales or commitments made.

1010. Representations and Warranties

10.110.1 Binding Obligation. Each Party represents and warrants to the other Party that it has the right to enter into this Partner Agreement, and that this Partner Agreement constitutes a valid binding obligation of such party, enforceable against such party in accordance with its terms and does not conflict with or violate any agreements such party has with any third party.

10.210.2 Not Binding on Other Party. Each Party shall not make a representation, warranty, or other statement that purports to be on behalf of the other Party that is not specifically authorized in writing by a person authorized to bind the other Party.

1111. Indemnification

11.111.1 1Password Indemnity. 1Password will defend, indemnify and hold Partner against any claim, demand, suit or proceeding made or brought against Partner by a third party alleging that the Services infringes or misappropriates the intellectual property rights of such third party (an "Infringement Claim"), and will indemnify Partner from any damages, attorney fees and costs finally awarded against Partner as a result of, or for amounts paid by Partner under a settlement approved by 1Password in writing of, an Infringement Claim, provided Partner (a) promptly gives 1Password written notice of the Infringement Claim, (b) gives 1Password sole control of the defense and settlement of the Infringement Claim (except that 1Password may not settle any Infringement Claim unless it unconditionally releases Partner of all liability), and (c) gives 1Password all reasonable assistance, at 1Password's expense. If 1Password receives information about an infringement or misappropriation claim related to the Services, 1Password may in its discretion and at no cost to Partner (i) modify the Services so that they are no longer claimed to infringe or misappropriate, (ii) obtain a license for Partner's or Customer's (as applicable) continued use of that Service in accordance with this Partner Agreement; or (iii) terminate any of Partner's or Customer's (as applicable) rights for that Service upon thirty (30) days' written notice and refund Partner or Customer (as applicable) any prepaid fees covering the remainder of the term of the terminated Services. The above defense and indemnification obligations do not apply to the extent a Claim Against Partner arises from (i) Partner's breach of this Partner Agreement, the Documentation or applicable Purchase Orders or Order Forms; or (ii) the use or combination of the Services, or any part thereof with software, hardware, data, or processes not provided by 1Password, if the Services, or use thereof, would not infringe without such combination.

11.211.2 Partner Indemnity. Partner shall defend, indemnify and hold 1Password and its subsidiaries and its directors, officers, shareholders, employees, consultants, affiliates and agents harmless against any and all damages, liability, costs and expenses (including legal fees and expenses) arising out of any third party (including from any Customer or Authorized User) claim, suit, action, damages, costs, losses, expenses and other liabilities arising from or in connection with: (a)any representations or warranties made by Partner in respect to the Services or any portions thereof beyond those authorized in this Partner Agreement; (b) any violation of International Trade Control Laws by Partner, its employees, or agents acting on its behalf. Partner's obligations in this Section 11.2 include, without limitation settlement at Partner's expense and payment of judgments finally awarded by a court of competent jurisdiction, as well as payment of court costs and other reasonable expenses.

11.311.3 Conditions. The indemnitor's obligations in Sections 11.1 and 11.2 are conditioned on the indemnitee: (a) promptly giving written notice of the claim to the indemnitor (although a delay of notice will not relieve the indemnitors of its obligations under this clause except to the extent that the indemnity is prejudiced by such delay); (b) giving the indemnitor sole control of the defence and settlement of the claim (although indemnitor may not settle any claim unless it unconditionally releases indemnitee of all liability); and (c) providing to the indemnitor, at the indemnitor's cost, all reasonable assistance. This Section 11 states each indemnitee's exclusive remedies and the indemnitor's sole obligations for all third-party Claims related to the subject matter of this Section.

1212. Limitation of Liability

12.112.1 CONSEQUENTIAL DAMAGES WAIVER. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND INCLUDING, WITHOUT LIMITATION, LOSS OF USE, LOSS OF DATA, LOSS OF SALES OR PROFIT, FAILURE TO REALIZE EXPECTED SAVINGS, BUSINESS INTERRUPTION, LOSS OF BUSINESS, PERSONAL INJURY, PROPERTY DAMAGE, ANY LOSS ASSOCIATED WITH OR ARISING IN RELATION TO ANY 1PASSWORD SERVICES OR DELIVERABLES; OR ANY LOSS OR FAILURE RESULTING FROM THE USE OF OR INABILITY TO USE ANY 1PASSWORD SERVICES OR DELIVERABLES, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT: (A) WHETHER OR NOT SUCH LOSSES OR FAILURES ARE CONSIDERED DIRECT OR INDIRECT, ARE REASONABLY FORESEEABLE, OR SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR FAILURE TO REALIZE; AND (B) HOWEVER CAUSED, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM 1PASSWORD'S SERVICES OR DELIVERABLES, AND (C) REGARDLESS OF THE THEORY OF LIABILITY INCLUDING, WITHOUT LIMITATION, WHETHER THE ACTION AROSE IN CONTRACT (INCLUDING, WITHOUT LIMITATION, FROM A FUNDAMENTAL BREACH, OR BREACH OF A CONDITION, FUNDAMENTAL TERM OR WARRANTY); OR IN TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE); OR OTHERWISE.

12.212.2 LIABILITY CAP. EXCEPT AS SET OUT IN SECTION 12.2, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS PARTNER AGREEMENT (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, MISREPRESENTATION, OR TORT CLAIMS) WILL NOT EXCEED THE GREATER OF (A) WITH RESPECT TO ANY CLAIM OR SET OF CLAIMS RELATING TO THE SAME EVENTS, THE AMOUNT ACTUALLY PAID OR PAYABLE BY PARTNER TO 1PASSWORD FOR THE APPLICABLE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) $100,000 USD.

12.312.3 SUPERCAP. EACH PARTY'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THE GREATER OF FIVE (5) TIMES FEES PAID TO 1PASSWORD BY PARTNER IN THE PREVIOUS TWELVE (12) MONTHS FOR (I) A PARTY'S BREACH OF THE CONFIDENTIALITY OBLIGATIONS UNDER SECTION 13 OR (II) INDEMNIFICATION OBLIGATIONS RELATED TO AN INFRINGEMENT CLAIM UNDER SECTION 11.

1313. Confidentiality

13.113.1 Confidential Information. The Parties acknowledge that a Party (the "Receiving Party") may receive Confidential information relating to the other Party (the "Disclosing Party"). A Receiving Party will use the same or greater degree of care in safeguarding Confidential Information as it uses for its own Confidential Information of like importance, but no less than reasonable care. A Receiving Party is permitted to disclose Confidential Information to its Affiliates, employees, subcontractors, and agents who, in each case, have a need to know to perform the Receiving Party's obligations or exercise its rights under this Partner Agreement, and who are subject to confidentiality obligations at least as protective of the Disclosing Party's Confidential Information as those contained in this Partner Agreement. The Receiving Party is liable for its Affiliates', employees', subcontractors', and agents' compliance with the terms of this Section 13. Upon request, all copies and excerpts of Confidential Information will be promptly returned to the Disclosing Party, or securely erased or destroyed, excepting any archived copies, which will remain subject to these confidentiality provisions

13.213.2 Exclusions. A Receiving Party's obligation of confidentiality and restriction on use will not apply to Confidential Information if, and only to the extent that it can demonstrate, the Confidential Information: (a) was known to the Receiving Party before receipt from the Disclosing Party; (b) was generally available to the public (or becomes so) without the fault or negligence of the Receiving Party; (c) was rightfully received by the Receiving Party from a third Party without a duty of confidentiality; or (d) was independently developed by the Receiving Party without any use of or reference to the Disclosing Party's Confidential Information

13.313.3 Compelled Disclosure. If the Receiving Party is served with a subpoena or order issued by a court of competent jurisdiction that requires the disclosure of Confidential Information, the Receiving Party shall, except as prohibited by applicable law, promptly notify the Disclosing Party thereof in writing, in any event before disclosure is made, so that the Disclosing Party may seek an appropriate protective order. To the extent legally permitted, the Receiving Party will consult and cooperate with the Disclosing Party to obtain a protective order or other reliable assurance that confidential treatment will be accorded to the Confidential Information and will otherwise only disclose that portion of the Confidential Information that is required to be disclosed.

13.413.4 Irreparable Harm. The Parties acknowledge and agree that any breach of the terms of Section 13. will cause irreparable harm and damage to the aggrieved Party. The Parties further agree that each Party shall be entitled to pursue injunctive relief to prevent breaches of this Section 13 and to specifically enforce the terms and provisions of this Section 13, in addition to any other remedy to which such Party may be entitled, at law or in equity

13.513.5 Executed Non-Disclosure Agreement. To the extent that Customer has entered into a non-disclosure agreement with 1Password in contemplation of this Partner Agreement (a "NDA"): (i) all Confidential Information disclosed under that NDA is deemed to have been disclosed under this Partner Agreement; (ii) this Partner Agreement is deemed to replace and supersede the NDA; and (iii) the NDA is hereby terminated.

1414. Compliance with Laws

14.114.1 Compliance with Law. Each Party will comply with all Applicable Laws and regulations relating to the performance of its obligations under this Partner Agreement.

14.214.2 Compliance with International Trade Control Laws. Partner certifies that it is eligible to sell Services under applicable International Trade Control Laws and will not use the Services in breach of or contrary to International Trade Control Laws. Partner further certifies that Partner is not, and any of its Affiliates, subsidiaries, directors, or officers: (i) a Restricted Party; (ii) resident in or a national of a Restricted Region, or (iii) part of the Government of Venezuela. Partner will not (a) access, use, deal with, sell, supply, transfer, export, re-export, or otherwise make available, (b) broker the access, use, dealing with, sale, supply, transfer, export, or re-export of, or (c) permit an agent or end-user or any other Party to access, use, deal with, sell, supply, transfer, export, or re-export any part of the Services or 1Password's other technology in violation of International Trade Control Laws, or in a manner that would cause 1Password (or any other Party) to violate International Trade Control Laws. Partner further acknowledges that breach of this Section 14.2 is a material breach of the Partner, which may cause a risk of harm or loss to 1Password or to 1Password's other customers. If at any time Partner is unable to comply with this Section 14.2 during the Term of this Partner Agreement, Partner must notify 1Password in writing immediately. 1Password is not obliged to perform any obligation under this Partner Agreement to the extent the performance of such obligation would breach International Trade Control Laws or expose 1Password to any risk of enforcement action, liability on its part, or punitive or restrictive measures under International Trade Control Laws.

1515. General Provisions

15.115.1 Relationship of the Parties. The Parties are independent contractors. This Partner Agreement does not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. There are no third-party beneficiaries to the Partner Agreement.

15.215.2 Disputes. Any dispute, controversy, or claim arising out of or relating to this Partner Agreement, or the breach hereof, must be referred to senior management of the Parties for good faith discussion and resolution. If any dispute, controversy, or claim cannot be resolved by such good faith discussion between the Parties, then each has all remedies available to them at law and in equity.

15.315.3 Governing Law and Jurisdiction. The Uniform Commercial Code (UCC), the United Nations Convention on Contracts for the International Sale of Goods, and the Uniform Computer Information Transactions Act (UCITA) do not apply to this Partner. This Partner Agreement and all relations, disputes, claims, and other matters arising hereunder (including non-contractual disputes and claims) shall be governed exclusively by, and construed procedurally and substantively, as follows:

·WHERE PARTNER IS LOCATED: Canada Canada GOVERNING LAW - Ontario GOVERNING LAW - Ontario VENUE FOR DISPUTE - Toronto, Ontario VENUE FOR DISPUTE - Toronto, Ontario United States United States GOVERNING LAW - Delaware GOVERNING LAW - Delaware

• ·VENUE FOR DISPUTE - Wilmington, Delaware

·VENUE FOR DISPUTE - Wilmington, Delaware Asia Asia GOVERNING LAW - Singapore GOVERNING LAW - Singapore VENUE FOR DISPUTE - Singapore VENUE FOR DISPUTE - Singapore

• ·European Union, United Kingdom, and any region not otherwise set out in this table

·European Union, United Kingdom, and any region not otherwise set out in this table GOVERNING LAW - Ireland GOVERNING LAW - Ireland VENUE FOR DISPUTE - Dublin, Ireland VENUE FOR DISPUTE - Dublin, Ireland

15.415.4 Non-Exclusive Relationship. Nothing in this Partner Agreement shall preclude 1Password from marketing, selling, licensing, leasing or maintaining the Services or any other 1Password products, to or for any other party. Partner recognizes that 1Password may appoint other parties to represent any 1Password's Services, including other parties who may compete with Partner.

15.515.5 Assignment. Neither Party may assign this Partner Agreement without the advance written consent of the other Party, except that each Party may assign this Partner Agreement without consent in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Partner Agreement except as expressly authorized under this section will be void. This Partner Agreement will bind and enure to the benefit of each Party's permitted successors and assigns.

15.615.6 Disputes. Any dispute, controversy, or claim arising out of or relating to this Partner Agreement, or the breach hereof, must be referred to senior management of the Parties for good faith discussion and resolution. If any dispute, controversy, or claim cannot be resolved by such good faith discussion between the Parties, then each has all remedies available to them at law and in equity.

15.715.7 Notices. Any notice or communication under this Partner Agreement must be in writing and sent electronically. Notices are deemed given the first business day after sending by email. Partner must send any notices under this Agreement (including breach notices and warranty and indemnity claims) to 1Password at [email protected], Attn: Chief Legal Officer. Notices to Customers will be sent to the email address on file. 1Password may also provide operational notices regarding the Service or other business-related notices through conspicuous posting of notices

15.815.8 Survival. The following provisions will survive the termination of this Partner Agreement: Sections 4.4, 6, 7, 9.4, 11-5 and all defined terms in this Partner Agreement.

Part BPART B - APPLIES TO ALL RESELLERS

1.11.1 Purchases. Reseller may request a Quote from 1Password for any prospect opportunity. To purchase Services for a Customer, Reseller may either submit a Purchase Order to 1Password, or agree to an Order Form with 1Password. Purchase Orders may be submitted, or Order Forms may be signed by Partner, any time during the Term. Subject to the foregoing, the Purchase Order will contain, at a minimum, the following additional information: (i) description and identification of Services purchased; (ii) Customer information; (iii) quantity of each Authorized User to be purchased; (iv) confirmation of purchase price; and (v) Quote number identifying the applicable Quote. Any Purchase Order for 1Password SaaS Manager will use Managed Identity as the item being purchased. Where the Purchase Order uses Authorized Users or Users rather than Managed Identities for purchases of 1Password SaaS Manager, Authorized User or Users will be deemed to mean Managed Identities. Each Purchase Order will make specific reference to this Partner Agreement, and thereby incorporate the terms of this Partner Agreement. The terms of this Partner Agreement prevail over any terms or conditions contained in any other documentation related to the subject matter of this Partner Agreement and expressly exclude any of Reseller's general terms and conditions contained in any Purchase Order or other document issued by Reseller.

1.21.2 Order Acceptance. 1Password will use commercially reasonable efforts to respond to each Purchase Order within seven (7) business days from receipt thereof, with such acceptance or rejection to be in 1Password's sole discretion. No Purchase Order will be binding on 1Password until accepted (in whole or in part) by 1Password. 1Password may condition acceptance of a Purchase Order or subscription start date after acceptance of a Purchase Order on Reseller's creditworthiness or upfront payment. If 1Password accepts a Purchase Order, 1Password will notify the Reseller promptly in writing.

1.31.3 True Up. In the event that 1Password determines that Reseller's Customer has over deployed the Services such that it is utilizing more Authorized Users then licensed under the Purchase Order, 1Password will notify Reseller in writing of any alleged discrepancy and Reseller agrees to pay such amounts within thirty (30) calendar days from receipt of such notification.

1.41.4 Channel Conflict. 1Password reserves the right, at its sole discretion, to make the final determination, on a good-faith basis, on compensation due, if any, to Reseller related to any particular commercial transaction with a Customer in the event that there exists a conflict between Reseller and any other value-added reseller, distributor, managed service provider, sales agent, or other authorized agent of 1Password.

1.51.5 Pricing, Incentives, Rebates. All pricing, discounts, rebates, and related information for the Services shall be provided to Reseller either through the Partner Portal or separately in writing. Reseller acknowledges and agrees to access and adhere to such information as specified by 1Password, and any updates or modifications to such terms shall be communicated via these channels.

1.61.6 Reseller Data Responsibilities. Each Reseller is responsible for managing the personally identifying information it submits in connection with a Purchase Order or Order Form. Reseller represents and warrants that it has: (i) complied with all applicable laws and contractual obligations in its collection, processing and transfer to 1Password in connection with a Purchase Order or Order Form; (ii) obtained all rights necessary to transfer such Purchase Order or Order Form to 1Password (including any contractual rights owed to third parties); and (iii) obtained valid consent of all individuals whose personal data is contained in such Purchase Order or Order Form and that such individuals have also consented to the intended use of such personal data, including the subsequent transfers to and processing by 1Password. Reseller acknowledges that 1Password may be required to provide personal data to third parties to comply with legally mandated reporting, disclosure, or other legal process requirements. Personally identifying information that 1Password receives in connection with a Purchase Order or Order Form submitted by Reseller will be handled in accordance with Customer instructions or as described in the 1Password Data Protection Addendum (currently available at https://1password.com/legal-center/DPA).

Part CPART C - APPLIES TO ALL MANAGED SERVICE PROVIDERS

1.11.1 License for Managed Services. Subject to the terms of this Partner Agreement, including the payment of applicable fees, 1Password grants Partner the limited, non-exclusive, nontransferable license during the Term to (a) market and demonstrate the Services to potential Managed Customers for use as part of the Managed Services, and (b) open Managed Customer accounts to allow such Managed Customers to access and use the Services, and to permit the Managed Customer to access such Services only as part of the Managed Services. Any demonstrations to Managed Customers will be subject to 1Password's guidelines and restrictions provided from time to time. MSP may only provide the Managed Services and corresponding Services access to Managed Customers directly and not through sub-distributors, other partners, OEM's, or any other third party. MSP is responsible for adding, maintaining and removing the user accounts of its Managed Customers.

1.21.2 Internal Not-For-Resale License. Subject to the terms of the this Partner Agreement, including the payment of fees, 1Password may grant certain MSPs with non-exclusive, nontransferable, revocable subscription licenses for MSP Users ("NFR License"), solely for internal evaluation, demonstration, and training purposes and not for resale, distribution, or commercial use. All use by MSP of the NFR Licenses are subject to the 1Password Terms. 1Password reserves the right to limit the number of NFR Licenses, or remove all previously issued NFR Licenses, available to MSP upon advance notice to the MSP.

1.31.3 MSP Provided Support. MSP will provide its own maintenance and support services to each of its Managed Customers. MSP shall use all reasonable endeavors to attend to Support tickets without reliance on 1Password Maintenance. Notwithstanding the foregoing, 1Password will respond to all reasonable requests for Maintenance from MSP, provided such requests are submitted to 1Password in accordance with the Documentation. For the avoidance of doubt, 1Password will not be obligated to provide Maintenance directly to any Managed Customer.

1.41.4 No Fees or Billing as of Addendum Effective Date. 1Password will charge a Partner a monthly Net Seat Fee in accordance with the pricing disclosed by 1Password to Partner in writing. 1Password may amend the per Net Seat pricing at any time upon 30 days advance notice to the MSP. Any such Net Seat pricing will be applicable solely to Services purchased under Managed Services, and MSP may not apply such price list to any of its other resale activities.

1.51.5 Invoice and Billing. MSPs will be billed monthly in arrears and 1Password will deliver invoices to MSP following the Billing Period.

1.61.6 Aggregated Data. MSP acknowledges that 1Password may collect aggregated and de-identified statistics about MSP and Managed Customer's use of the Services ("Aggregated Data") to improve the Services. Such Aggregated Data may be derived from MSP Data, but will not contain any MSP Data, Customer Confidential Information, personal data (or personally identifiable information), or any data that can be used to identify MSP or any individuals (including Managed Customer and Authorized Users). 1Password may create, reproduce, publicize, or otherwise use such Aggregated Data for internal business purposes (including developing and improving the Services) and will not sell such Aggregated Data.

1.71.7 Implementation and Security Requirements. MSP shall deploy and use the Managed Services strictly in accordance with the Documentation and 1Password's reasonable security standards as provided to MSP from time to time in writing and prevailing best industry practice for a managed services solution and related systems (such as ISO 27001, SOC 2, SSAE or relevant replacement or successor standards then in force). In the event that MSP wishes to deviate from any of the requirements stated therein, it will provide 1Password with a written request describing the proposed change, including a risk analysis of the desired implementation model. 1Password will, in its sole discretion, determine if the deviation is approved or rejected and notify MSP of its decision within ten (10) business days of MSP's complete request. MSP agrees that all licenses and rights granted under this Partner Agreement shall be operated and maintained exclusively by MSP's duly qualified personnel, in a safe and reasonable manner and in accordance with the Documentation.

1.141.14 Data Protection. Where required, when 1Password processes personal data (or personally identifiable information) as part of the Services, 1Password's Partner Data Protection Addendum (currently available at https://1passwordstatic.com/files/legal-center/1Password-Online-MSP-DPA.pdf) (the "Partner DPA") applies and is part of this Partner Agreement. 1Password may update or modify the Partner DPA from time to time upon written notice to MSP. The Parties further agree that the Partner DPA may be amended to comply with changes in Applicable Privacy and Data Protection Laws. Any such updates or modifications will become effective within 10 days after such notice is provided to MSP, unless MSP provides 1Password with written notice of its objection to such updates, in which case the current Partner DPA will remain in effect and 1Password may terminate the Partner Agreement.

1.81.8 Managed Customer Agreements. The MSP will ensure that each of its Managed Customers has agreed to the 1Password Terms prior to gaining access to the Managed Services. In addition to the Managed Customer agreeing to the 1Password Terms, prior to providing Managed Services access to any Managed Customer, Managed Customer and MSP must first enter into a written agreement that permits Managed Customer to access the Services as part of the Managed Services and meets the following criteria ("Customer Agreement"):

• 1.8.11.8.1 the Customer Agreement may not impose any obligations or liabilities on 1Password;
• 1.8.21.8.2 the Customer Agreement must be consistent with this Partner Agreement; and
• 1.8.31.8.3 MSP shall enforce the terms of its Customer Agreements with Managed Customers.

·If either Party becomes aware of a Managed Customer being in breach of the 1Password Terms or the Customer Agreement, it will promptly notify the other Party and the Parties will work together to remediate any risks that such breach may present, including terminating Managed Customer's access to the Managed Services.

1.91.9 Transition Assistance. The MSP agrees to cooperate fully with 1Password to facilitate the seamless transition of any Managed Customer who elects to discontinue procuring Managed Services from MSP. This transition may involve migrating the Managed Customer to another Partner or to a direct account with 1Password. The MSP's obligation to cooperate with such transitions shall also apply in the event that the MSP ceases to offer Managed Services to Managed Customers pursuant to an agreement with 1Password. Such cooperation shall include, but is not limited to, providing necessary information, access to systems, and support to ensure a smooth and efficient transition, minimizing any disruption to the Services used by the Managed Customer.

1.101.10 Certification. Password may, at its discretion, establish and offer a certification program for MSPs. The criteria for eligibility, as well as the scope of benefits and obligations associated with the certification, will be defined and administered by 1Password. 1Password reserves the right to modify, suspend, or revoke any certification granted under this program at any time and for any reason, at its sole discretion.

·Change Log

·2026-01-13: Updated to reflect product rebrand to SaaS Manager

·2025-07-31: Made updates to our Internal Not-For-Resale License terms.

·2025-04-04: Added definition of Managed Identity and removed link to historic Partner Program Agreement. 2024-11-23 2023-07-24

·Archived - Master Subscription Agreement 1.0.0

·Version Number: 1.0.0

·Effective May 11th 2023, this article and the clauses below are archived. This means they will not apply to any new Customers. For existing Customers using the Trelica Service under the terms of the Master Subscription Agreement version 1.0.0, unless explicitly agree otherwise in an Order Form, these terms will cease to apply to any Renewal Period commencing after May 11th 2023. The current Master Subscription Agreement and all related terms and polices can be found here.

·This Master Subscription Agreement and the Order Form governs Trelica's provision of the Services, the Documentation, and any Professional Services to the Customer, as set forth in an applicable Order Form executed between Trelica Limited ("Trelica") and the entity identified as the customer in any Order Form (the "Customer") (each a "Party" and collectively, the "Parties").

·The User Terms govern the Customer's Authorised Users' use of and access to the Services.

·By executing or signifying acceptance of an Order Form (whether electronically, or physically) that incorporates this MSA by reference, the Customer agrees to the terms of this MSA. If the individual signing the Order Form for the Customer is signing on behalf of a company or other legal entity, such individual represents that he or she has the authority to bind that company or other legal entity.

·Together, the MSA, and any applicable Order Form(s) constitute the "Agreement" or "Customer Agreement".

·Security Management

·Trelica is SOC 2 Type 2 as well as ISO 27001, 27017, 27018, and 27701 certified and has a well-established security management programme. This covers all aspects of our operations, including our development process and our production environment. It is reviewed annually and driven directly by one of our executive team.

·This organisational commitment to security is reflected in the functionality of our product.

·Documentation, including a Security white paper and current SOC2 report, are available on request via the 1Password Trust Center .

11. Definitions and Interpretation

·In this Agreement:

1.11.1 the following words and expressions have the following meanings:

·Account Subscriptions: the subscriptions for the Applicable Accounts granted to the Customer pursuant to the Order Form (whether for a Trial Subscription or otherwise) which entitles Authorised Users to access and use the Services and the Documentation in accordance with the Agreement.

·Agreement Personal Data: has the meaning given to it in clause 6.8.1.

·API: an application programming interface which connects the Software with the Customer's (or the Customer's third party provider's) systems in order to facilitate the Services.

·API Provider: means the third party provider of any API.

·API Provider Terms: means any license or other terms, issued by an API Provider from time to time, governing Trelica's use of, or connection of the Software or Services to, any API.

·Applicable Accounts: the unique identities with an 'active' status that the Customer notifies to the Software, using the method specified in the Order Form, and as listed in the Trelica application at https://app.trelica.com/People . Identities are typically sourced from the Customer nominated identity providers connected to the Services and which list people with access to Customer IT systems (including but not limited to employees or contractors).

·Applicable Laws: has the meaning given to it in clause 6.12.1.

·Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation.

·Backup Policy: Trelica's back up policy, as available on https://1password.com/legal/saas-manager/backup-policy and as updated from time to time.

·Beta Services: means a "beta" or pilot version of part or all of the Services, which is not a final release and which may exhibit errors or other inconsistencies, that Trelica designates as 'beta', 'early adopter' or 'non generally available.'

·Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

·Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 12.5 or 12.6.

·Controller, processor, data subject, personal data, personal data breach, processing, and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

·Customer Data: the data inputted by the Customer, Authorised Users, or Trelica on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.

·Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a Party relating to the use of personal data (including, without limitation, the privacy of electronic communications).

·Documentation: the documents made available to the Customer by Trelica for the purpose of explaining how the Software works, as updated by Trelica from time to time. This includes but is not limited to the documents available via the 'Help' link displayed within the application at https://app.trelica.com or such other web address notified by Trelica to the Customer from time to time. Documentation does not include white papers, case studies, community forums, marketing materials or other similar resources which may be made available for the Customer's convenience.

·Effective Date: the date the Customer enters into an Order Form (either by signing or signifying its acceptance to such Order Form, or by signing up to a Trial Subscription) or such other date as the Parties may specify in the Order Form.

·Initial Subscription Term: the initial term of the Agreement as set out in the Order Form.

·MSA: this Master Subscription Agreement (as amended from time to time).

·Normal Business Hours: 9.00 am to 5.30 pm local UK time, each Business Day.

·Order Form: means the order, in the form prescribed by Trelica, submitted by the Customer for use of the Services and accepted by Trelica and which incorporates this Master Subscription Agreement. In relation to a Trial Subscription, the sign up page for such Trial Subscription constitutes the applicable Order Form.

·Privacy Policy: Trelica's privacy policy, as available on https://1password.com/legal/saas-manager/privacy-policy and as updated from time to time.

·Professional Services: means the professional services (such as configuration, consulting and training), if any, to be delivered by Trelica to the Customer as specified in the Order Form in accordance with clause 4.

·Professional Services Fees: the fees payable by the Customer for Professional Services provided by Trelica as set out in an Order Form.

·Renewal Period: the period set out in the Order Form as a renewal period which operates as described in clause 15.1.1.

·Services: the subscription services provided by Trelica to the Customer under this Agreement via https://app.trelica.com or any other website notified to the Customer by Trelica from time to time, excluding Professional Services (if any) performed in accordance with the applicable Order Form.

·Security Practices: Trelica's security practices, as available on https://1password.com/legal/saas-manager/security-practices and as updated from time to time.

·Service Credits: the service credits as calculated in accordance with the Service Level Agreement.

·Service Level Agreement: Trelica's commitments in relation to the uptime and availability of the Services, as available on https://1password.com/legal/saas-manager/service-level-agreement and as may be updated from time to time.

·Software: the online software components provided by Trelica as part of the Services as set out in the Order Form.

·Subscription Fees: the subscription fees payable by the Customer to Trelica for the use of the Services, as set out in an Order Form.

·Subscription Rate: the price for use of the Services per Applicable Account, per month, for a Subscription Term as set out in the Order Form.

·Subscription Term: the Initial Subscription Term together with any subsequent Renewal Periods as set out in an Order Form.

·Suspension: a suspension of all or part of the Software or any Services in accordance with clause 2.4 of this MSA.

·Third Party Software: any open-source or other software relating to the Software that is not proprietary to Trelica including any APIs which allow the Customer to connect to the Software and Services.

·Third Party Software Provider: the provider of any Third Party Software.

·Third Party Software Terms: terms between Trelica and any licensor, owner, grantor of rights, or any other equivalent of Third Party Software, including API Provider Terms.

·Third Party Services: has the meaning given to it in clause 7.1.

·Trial Subscription: a subscription for Applicable Accounts granted to the Customer on a trial basis by Trelica.

·User Terms: the terms which apply to the use of the Services as made available on https://1password.com/legal/saas-manager/user-terms-of-service and as updated from time to time by Trelica.

·UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426).

·Virus: any thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, and other similar things or devices.

1.21.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.

1.31.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

1.41.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.51.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

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

1.71.7 Save as specified elsewhere in this Agreement, a reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement.

1.81.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.

1.91.9 A reference to writing or written includes e-mail but excludes fax and any other methods of electronic messaging.

1.101.10 Any words following the words "include", "includes", "including", "in particular" or any similar words or expressions will be construed without limitation and accordingly will not limit the meaning of the words preceding them.

1.111.11 References to clauses and schedules in this MSA are to the clauses and schedules of this MSA; references to paragraphs are to paragraphs of the relevant schedule to this MSA.

1.121.12 References to the Agreement are references to the MSA, the User Terms and any applicable Order Form(s) as varied from time to time in accordance with clause 19.

22. Grant of Rights

2.12.1 Subject to the Customer purchasing the Account Subscriptions in accordance with the Order Form or being granted Account Subscriptions under a Trial Subscription, the restrictions set out in this clause 2 and the other terms and conditions of the Agreement, Trelica hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicenses, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations in relation to the management of the Customer's use of SaaS applications, and only through the website https://app.trelica.com or any other website that Trelica informs the Customer of in writing from time to time.

2.22.2 The Customer is prohibited from using the Services to provide any service to a third party, whether under a service bureau model or any other model.

2.32.3 In relation to the Authorised Users, the Customer undertakes that:

2.3.12.3.1 it will ensure adherence of all Authorised Users to the User Terms;

2.3.22.3.2 it shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use (including any suspected unauthorised access or use), promptly notify Trelica and take all reasonable steps at Trelica's direction to stop such unauthorised access or use.

2.42.4 Trelica may directly or indirectly, suspend or otherwise deny the Customer's (including any Authorised User's) access to, or use of, all or any part of the Software or any Services provided under an Order Form without incurring any resulting obligation or liability, if Trelica reasonably determines or suspects that:

2.4.12.4.1 there is a threat or attack on the Software or the Services;

2.4.22.4.2 the Customer's or any Authorised User's use of the Software or the Services disrupts or poses a security risk to Trelica, the Software or the Services or to any other customer or vendor of Trelica;

2.4.32.4.3 the Customer, or any Authorised User, is using the Software or the Services for fraudulent or illegal activities;

2.4.42.4.4 the Customer's, or any Authorised User's, use of the Software or the Services has or will place Trelica in breach of any Third Party Software Terms or any other arrangements it has with any provider of Third Party Software;

2.4.52.4.5 the Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganisation, liquidation, dissolution, or similar proceeding;

2.4.62.4.6 Trelica's provision of the Software or the Services to the Customer or any Authorised User is prohibited by applicable law or any Third Party Software Terms;

2.4.72.4.7 any vendor of Trelica and/or any Third Party Software Provider has suspended or terminated Trelica's access to or use of Third Party Software or any other third party services or products required to enable Trelica to provide, or the Customer to access, all or any part of the Software or the Services; or

2.4.82.4.8 the Customer and/or any Authorised User is in breach of the User Terms or this MSA (or any other access terms and restrictions) specified under the Agreement.

2.52.5 Trelica shall use reasonable efforts to provide written notice of any Suspension and to provide updates regarding resumption of access to the Software and/or the Services (as applicable) following any Suspension. Trelica shall use reasonable efforts to resume providing access to the Software and/or the Services (as applicable) as soon as reasonably possible after the event giving rise to the Suspension is cured. Trelica will have no liability for any Service Credits, damage, liabilities, losses (including any loss of data or profits), expenses, or any other consequences that the Customer may incur as a result of a Suspension. Section 2.4 and this Section 2.5 do not limit any of Trelica's other rights or remedies, whether at law, in equity, or under the Agreement (including, without limitation, Trelica's rights to terminate the Agreement).

2.62.6 Trelica reserves the right, in its sole discretion, to charge the Customer, and the Customer agrees to pay, any charges, fees or other costs incurred by Trelica in resuming the provision of access to the Software or Services following a Suspension, that is caused by, or attributed to, the Customer or any Authorised User.

33. Trial Subscriptions

3.13.1 The following terms apply to Trial Subscriptions only, in addition to the other terms of this Agreement:

3.1.13.1.1 The Customer acknowledges that a Trial Subscription is granted solely to permit the Customer to evaluate the Services;

3.1.23.1.2 A Trial Subscription is granted solely at Trelica's discretion and may be refused, or terminated at any time by Trelica at its discretion;

3.1.33.1.3 Trial Subscriptions are not renewable and clause 15.1 will not apply to Trial Subscriptions;

3.1.43.1.4 The Service Level Agreement and Service Credits will not apply to Trial Subscriptions;

3.1.53.1.5 Any variations pursuant to clause 19 made during a Trial Subscription will take effect immediately on notice to the Customer;

3.1.63.1.6 Any Customer Data, and any configurations or customisations made to the Services during a Trial Subscription will be permanently lost at the end of a Trial Subscription unless an Order Form is entered into for the continued use of the Services; and

3.1.73.1.7 The Customer may enter into an Order Form at any time during a Trial Subscription for the use of the Services following the end of the Trial Subscription and any continued use of the Services following the entry of such Order Form will be subject to the terms of the new Order Form. 3.2 To the extent there is any conflict with this clause 3 and any other clauses in this MSA, this clause 3 will prevail.

44. Professional Services

4.14.1 Trelica shall provide the Professional Services (if any) purchased in the applicable Order Form. Subscription to the Services are not contingent on any Professional Services. The Parties acknowledge that the scope of the Professional Services shall be as set out in an Order Form.

4.24.2 The Customer shall have a limited license right to use any deliverables (including any documentation, code, training materials or other work product) delivered as part of the Professional Services ("Deliverables") solely in connection with your use of the Services, subject to all the same terms and conditions as apply to your usage of the Services, and subject to any additional terms and conditions provided with the Deliverables. Ownership of any Deliverables shall remain with Trelica or its licensors.

4.34.3 The Customer may order Professional Services under an Order Form describing the work to be performed, fees and any applicable milestones, dependencies and other technical specifications or related information.

4.44.4 The Customer will be responsible for the performance of any Customer dependencies that are specified in the Order Form and Trelica will not be responsible for any failure to perform its obligations in relation to the Professional Services to the extent resulting from a failure by the Customer to perform those dependencies.

4.54.5 The Customer will reimburse Trelica for reasonable travel and lodging expenses as incurred by Trelica in performance of the Professional Services.

55. Beta Services

5.15.1 From time to time, Trelica may make Beta Services available to the Customer at no charge. The Customer may choose to try such Beta Services in its sole discretion. Beta Services are intended for evaluation use, are not supported, and may be subject to supplemental terms that will be presented to the Customer.

5.25.2 Beta Services are not considered "Services" under this Agreement; however, all restrictions, Trelica's reservation of rights and the Customer's obligations concerning the Service, and use of any Third Party Services shall apply equally to the Customer's use of Beta Services. Trelica may discontinue Beta Services at any time and may never make them generally available.

5.35.3 Trelica will have no liability for any harm or damage arising out of or in connection with a Beta Service and use of such Beta Service is at solely the Customer's risk.

66. Customer Data

6.16.1 The Customer shall own all right, title and interest in and to all Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

6.26.2 The Services may enable Authorised Users to submit, post or display Customer Data to or on the Software or via the Software to Third Party Services. The Customer acknowledges that Trelica does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, reliability, usefulness, timeliness or other attributes of any Customer Data, nor does Trelica review, test or attempt to verify the accuracy or currency of any Customer Data. As between the Customer and Trelica, the Customer is solely responsible for:

6.2.16.2.1 determining the suitability of any Customer Data for its intended use by the Customer (including any necessary testing); and

6.2.26.2.2 as necessary for its intended use, verifying the authenticity, integrity, security and accuracy of Customer Data prior to using it.

6.36.3 Trelica has no obligation to preview, verify, flag, modify, filter or remove any Customer Data. Trelica may, in its sole discretion:

6.3.16.3.1 modify and add Customer Data made available through the Software; and

6.3.26.3.2 remove, disable or restrict access to any Customer Data (but is not responsible for any failures or delays in removing, disabling or restricting access to any Customer Data, unless otherwise provided herein),

·including Customer Data that may be considered harmful, inaccurate, unlawful or otherwise objectionable or if Trelica is required by any third party rights holder to remove Customer Data, or receives information that Customer Data may violate applicable law or third party rights.

6.46.4 The Customer agrees that Trelica: (i) may generate aggregate information from Customer Data or from the Customer's use of the Services ("Aggregate Data"); (ii) may offer the Customer personalised suggestions based on Aggregate Data; (iii) may combine such aggregate information with that of other customers; and, (iv) will own such Aggregate Data and will be entitled to use Aggregate Data for any purpose provided Trelica does not use or distribute any Aggregate Data in a way which identifies the Customer or the Authorised Users.

6.56.5 Trelica shall follow its archiving procedures for Customer Data as set out in its Backup Policy. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against Trelica shall be for Trelica to use reasonable endeavours to restore the lost or damaged Customer Data from the latest backup of such Customer Data maintained by Trelica in accordance with the archiving procedure described in its Backup Policy. Trelica shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third Parties sub-contracted by Trelica to perform services related to Customer Data maintenance and backup for which it shall remain fully liable subject to the limits and exclusions of Trelica's liability set out in this MSA).

6.66.6 Trelica shall, in providing the Services, comply with its Privacy Policy and Security Practices.

6.76.7 Both Parties will comply with all applicable requirements of the Data Protection Legislation. This clause 6 is in addition to, and does not relieve, remove or replace, a Party's obligations or rights under the Data Protection Legislation.

6.86.8 The Parties acknowledge that:

6.8.16.8.1 if Trelica processes any personal data on the Customer's behalf when performing its obligations under this Agreement ("Agreement Personal Data"), the Customer is the controller and Trelica is the processor for the purposes of the Data Protection Legislation.

6.8.26.8.2 the scope, nature and purpose of processing of Agreement Personal Data by Trelica, the duration of the processing and the types of Agreement Personal Data and categories of data subject are each set out in Schedule 1 (Agreement Personal Data), subject to any additions or amendments specified in the relevant Order Form.

6.8.36.8.3 Agreement Personal Data may be transferred or stored outside the EEA and the UK or the country where the Customer and the Authorised Users are located in order to carry out the Services and Trelica's other obligations under this Agreement.

6.96.9 The Customer authorises Trelica to process the Agreement Personal Data during the Subscription Term as a Processor.

6.106.10 The Customer warrants to Trelica that:

6.10.16.10.1 it has all necessary rights, consents and/or notices in place to authorise Trelica to process Agreement Personal Data in accordance with this Agreement and the Data Protection Laws; and

6.10.26.10.2 its instructions to Trelica relating to processing of Agreement Personal Data will not put Trelica in breach of Data Protection Laws, including with regard to any international transfer made in accordance with clause 6.14.2.

6.116.11 If Trelica considers that any instructions from the Customer relating to processing of Agreement Personal Data may put Trelica in breach of Data Protection Laws, Trelica will be entitled not to carry out that processing and will not be in breach of this Agreement or otherwise liable to the Customer as a result of its failure to carry out that processing.

6.126.12 Without prejudice to the generality of clause 6.7, Trelica shall, in relation to any Agreement Personal Data:

6.12.16.12.1 process Agreement Personal Data only on the documented written instructions of the Customer unless Trelica is required by the laws of any member of the European Union or by the laws of the European Union applicable to Trelica and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) ("Applicable Laws") to otherwise process Agreement Personal Data. Where Trelica is relying on Applicable Laws as the basis for processing Agreement Personal Data, Trelica shall notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Trelica from so notifying the Customer;

6.12.26.12.2 assist the Customer, at the Customer's cost, in responding to any request from a data subject and in ensuring compliance with the Customer's obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

6.12.36.12.3 notify the Customer without undue delay on becoming aware of a personal data breach involving Agreement Personal Data;

6.12.46.12.4 ensure that persons authorised to process Agreement Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

6.12.56.12.5 at the written direction of the Customer, delete or return Agreement Personal Data and copies thereof to the Customer on termination of the Agreement unless required by Applicable Law to continue to store that Agreement Personal Data (and for these purposes the term "delete" shall mean to put such data beyond use); and

6.12.66.12.6 maintain records to demonstrate its compliance with this clause 6.

6.136.13 Each Party shall ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Agreement Personal Data and against accidental loss or destruction of, or damage to, Agreement Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it). The Customer acknowledges that for the purposes of this clause, the security measures described in the Security Practices constitute appropriate technical and organisational measures to be taken by Trelica in relation to the Agreement Personal Data.

6.146.14 The Customer hereby provides its prior, general authorisation for Trelica to:

6.14.16.14.1 appoint sub-processors to process the Agreement Personal Data (including those sub-processors listed at https://1password.com/legal/saas-manager/third-party-sub-processors as may be updated from time to time), provided that Trelica:

6.14.1.16.14.1.1 shall ensure that the terms on which it appoints such sub-processors will comply with Data Protection Legislation, and are consistent with the obligations imposed on the Supplier in clauses 6.12, 6.13 and this clause 6.14;

6.14.1.26.14.1.2 remain responsible for the acts or omissions of any such sub-processor as if they were the acts and omissions of Trelica; and

6.14.1.36.14.1.3 shall notify the Customer of any intended changes concerning the addition or replacement of the sub-processors. The Customer will be given 30 days to submit to Trelica a written objection to any change or addition, after which period and if no objection has been received, the Customer is assumed to have given consent. If the Customer objects, the Customer and Trelica will negotiate in good faith to seek a mutually agreeable solution. If a solution is not agreed within 30 days either Party has the right to immediately terminate the Agreement on written notice to the other Party; and

6.14.26.14.2 transfer Agreement Personal Data outside of the UK, provided that Trelica shall ensure that all such transfers are effected in accordance with Data Protection Legislation. For these purposes, each Party shall act reasonably and in good faith in responding to any request by the other Party to enter into standard data protection clauses adopted by the EU Commission or the UK's Information Commissioner's Office from time to time.

77. Third Party Services and Third Party Software

7.17.1 The Service may contain links to, content (whether static or dynamic content) from, and integrations (including, without limitation, through APIs) with third party websites, applications and services, and content actively made available by a third party using the Services itself ("Third Party Services"), including the ability for the Customer to access, utilise and/or make changes to such Third Party Services via the Services. The Customer agrees that:

7.1.17.1.1 Trelica provides links to, content from, and integrations with, such Third Party Services solely as a convenience on an 'as is, where is' basis and:

7.1.1.17.1.1.1 has no responsibility for the content or availability of such Third Party Services; and

7.1.1.27.1.1.2 does not review, test or attempt to verify the accuracy or currency of any Third Party Services;

7.1.27.1.2 Trelica does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, reliability, usefulness, timeliness or other attributes of such Third Party Services (or any products or other services associated therewith);

7.1.37.1.3 access to any Third Party Services linked to the Service is at the Customer's own risk, and Trelica is not responsible for the accuracy or reliability of any services, information, data, opinions, advice, content or statements made on such Third Party Services; and

7.1.47.1.4 the Customer's use of such Third Party Services will be subject to the terms applicable to each such Third Party Service ("Third Party Services Terms") and the Customer having in place appropriate rights to access such Third Party Service in accordance with those Third Party Services Terms and where required by the applicable Third Party Service, the Customer granting any applicable permissions necessary for the operation of the Services.

7.27.2 The Customer represents, warrants and undertakes to Trelica that:

7.2.17.2.1 it shall at all times comply with (and shall procure the compliance of its Authorised Users with) all Third Party Services Terms;

7.2.27.2.2 its (and any Authorised Users') use of, access to, or interaction with, any Third Party Services through or in connection with the Services shall not place Trelica or any of Trelica's affiliates or third party suppliers in breach of any Third Party Services Terms or any Third Party Software Terms; and

7.2.37.2.3 it has all necessary rights, consents and/or notices in place, to use, access or interact with any Third Party Services through or in connection with the Services.

7.37.3 The Software may contain proprietary and/or Third Party Software components that are subject to Third Party Software Terms. If so, the Customer shall (and shall procure that all of its Authorised Users shall) comply with all Third Party Software Terms relating to such Third Party Software as identified in the Order Form or notified by Trelica to the Customer from time to time, and if required for the performance of the Services, enter into the Third Party Software Terms.

7.47.4 The Customer will indemnify Trelica against all losses (including all direct, indirect and consequential losses), liabilities, costs, damages and expenses that Trelica does or will incur or suffer, all claims or proceedings made, brought or threatened against Trelica by any person and all losses (including all direct, indirect and consequential losses), liabilities, costs (on a full indemnity basis), damages and expenses that Trelica does or will incur or suffer as a result of defending or settling any such actual or threatened claim or proceeding, in each case arising out of or in connection with any failure by the Customer to enter into, or any breach by the Customer of any of its obligations under any Third Party Software Terms (including any failure or delay in performing, or negligent performance or non-performance of, any of those obligations).

88. Trelica's Obligations

8.18.1 Trelica shall, during the Subscription Term, provide the Services and make available the Documentation, to the Customer on and subject to the terms of the Agreement.

8.28.2 Trelica will use reasonable endeavours to provide the Services in accordance with the Service Level Agreement. Trelica's sole liability under this clause will be the issue of Service Credits in accordance with the Service Level Agreement.

8.38.3 Where Trelica is providing Professional Services, such Professional Services will be performed with reasonable skill and care.

8.48.4 Trelica will be relieved from any of its obligations under the Agreement to the extent that Trelica's failure to meet any or any part of its obligations are caused by use of the Services contrary to Trelica's instructions, or modification or alteration of the Services by any party other than Trelica or Trelica's duly authorised contractors or agents, or any Third Party Software and/or Third Party Services.

8.58.5 Trelica:

8.5.18.5.1 does not warrant that the Customer's use of the Services will be uninterrupted or error-free; and

8.5.28.5.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications, networks, and facilities, including the internet and any API, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

8.68.6 This Agreement shall not prevent Trelica from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

99. Customer's Obligations

9.19.1 The Customer shall:

9.1.19.1.1 provide Trelica with all necessary co-operation in relation to the Agreement;

9.1.29.1.2 provide Trelica with all necessary access to such information as may be required by Trelica in order to enable Trelica to discharge its obligations under the Agreement;

9.1.39.1.3 without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;

9.1.49.1.4 carry out all other Customer responsibilities set out in the Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the Parties, Trelica may adjust any agreed timetable or delivery schedule as reasonably necessary;

9.1.59.1.5 ensure that the Authorised Users use the Services, any Professional Services and the Documentation in accordance with the User Terms, as incorporated by reference to this Agreement, and shall be responsible for any Authorised User's breach of the Agreement;

9.1.69.1.6 obtain and shall maintain all necessary licenses, consents, and permissions necessary for Trelica, its contractors and agents to perform Trelica's obligations under this Agreement, including without limitation the Services and any Professional Services;

9.1.79.1.7 ensure that its network and systems comply with the relevant specifications provided by Trelica on https://legal.trelica.com/minimum-requirements as updated from time to time;

9.1.89.1.8 be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet;

9.1.99.1.9 ensure that its personnel are adequately trained in the correct use of the Services and any Professional Services and are provided with first line technical support in connection with use of the Services or Professional Services;

9.1.109.1.10 provide Trelica, its employees, agents, consultants and subcontractors, with timely access to the Customer's systems, and personnel, as reasonably required by Trelica to provide the Services or the Professional Services; and

9.1.119.1.11 keep a complete and accurate record of the Customer's access of the Software and its users (including all Authorised Users).

9.29.2 If the Customer becomes aware of any misuse of the Software, Services any Third Party Services or the Documentation, or any security breach in connection with the Agreement that could compromise the security or integrity of the Software, Services, any Third Party Services or the Documentation or otherwise adversely affect Trelica, the Customer shall, at its expense, immediately notify Trelica and fully co-operate with Trelica to remedy the issue as soon as reasonably practicable.

1010. Charges & Payment

10.110.1 In consideration for the rights granted under the Agreement and for the provision of the Services and Professional Services (if applicable), the Customer agrees to pay Trelica all Subscription Fees and, where applicable, Professional Services Fees (collectively, the "Fees") detailed in any applicable Order Form within thirty (30) days of the Customer's receipt of an invoice, unless otherwise stated in the Order Form.

10.210.2 Subscription Fees will be invoiced in accordance with the billing schedule set out in the Order Form.

10.310.3 Professional Services Fees will be invoiced in accordance with the Order Form.

10.410.4 All sums payable under the Agreement are exclusive of VAT or any relevant local sales taxes, for which the Customer shall be responsible and which shall be added to Trelica's invoices at the appropriate rate.

10.510.5 The Customer shall provide to Trelica valid, up-to-date and complete credit card details or approved purchase order information acceptable to Trelica and any other relevant valid, up-to-date and complete contact and billing details. If the Customer provides credit card details to Trelica, the Customer hereby authorises Trelica to bill such credit card on the date of any invoice issued under the Agreement.

10.610.6 If Trelica has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Trelica:

10.6.110.6.1 Trelica may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and Trelica shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

10.6.210.6.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of Barclays Bank UK Plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

10.710.7 The Customer will following any request by Trelica, provide Trelica with assistance in confirming the number of Applicable Accounts, including where appropriate, by confirming the same in writing, and/or providing Trelica with appropriate access to the Customer's use of the Services.

10.810.8 If the Customer believes that Trelica has billed them incorrectly, the Customer must contact Trelica no later than 30 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.

1111. Proprietary Rights

11.111.1 The Customer acknowledges and agrees that Trelica and/or its licensors own all intellectual property rights in, or arising from the performance of, the Services, the Professional Services (if any) and the Documentation. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licenses in respect of the Services or the Documentation.

11.211.2 Trelica confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

11.311.3 The Customer grants, and procures that each other Authorised User grants to Trelica a non assignable, non exclusive, world-wide, royalty free license to use any materials (including Customer Data) provided to Trelica or uploaded onto the Software solely in connection with the performance of, and to the extent required to perform, the Services during the Subscription Term.

11.411.4 The Customer may provide feedback to Trelica on its Services at any time. The Customer grants Trelica (for itself and all of its Authorised Users and other Customer personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to the Customer, any Authorised User or other Customer personnel.

1212. Confidentiality

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

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

12.1.212.1.2 was in the other Party's lawful possession before the disclosure;

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

12.1.412.1.4 is independently developed by the receiving Party, which independent development can be shown by written evidence.

12.212.2 Subject to clause 12.4, each Party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information, for any purpose other than the implementation or performance of this Agreement.

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

12.412.4 A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 12.4, it takes into account the reasonable requests of the other Party in relation to the content of such disclosure.

12.512.5 The Customer acknowledges that details of the Services, the Professional Services, any Documentation, the Aggregate Data and the results of any performance tests of the Services, constitute Trelica's Confidential Information.

12.612.6 Trelica acknowledges that Customer Data is the Confidential Information of the Customer.

12.712.7 The above provisions of this clause 12 shall survive termination of this Agreement, however arising.

1313. Indemnity

13.113.1 The Customer shall defend, indemnify and hold harmless Trelica against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with:

13.1.113.1.1 the Customer's use of the Services, Professional Services and/or Documentation; and/or

13.1.213.1.2 any claim brought or threatened by an Authorised User against Trelica.

13.213.2 Trelica shall:

13.2.113.2.1 give the Customer prompt notice of any claim under clause 13.1; and

13.2.213.2.2 provide reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense.

13.313.3 Subject to clause 13.6, Trelica shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the Services or Documentation (in each case excluding the Third Party Software and Third Party Services) in accordance with the Agreement and the User Terms infringes any registered patent, copyright, registered trade mark, or database right, in each case in the United Kingdom on the Effective Date, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

13.3.113.3.1 Trelica is given prompt notice of any such claim;

13.3.213.3.2 the Customer provides reasonable co-operation to Trelica in the defence and settlement of such claim, at Trelica's expense;

13.3.313.3.3 the person against whom the claim is made does not make any admission of liability or otherwise prejudice the claim without the written consent of Trelica; and

13.3.413.3.4 Trelica is given sole authority to defend or settle the claim.

13.413.4 In the defence or settlement of any claim, Trelica may procure the right for the Customer to continue using the Services, or replace or modify the Services so that they become non-infringing.

13.513.5 If neither of the options set out in clause 13.4 can be accomplished on reasonable terms for Trelica, then Trelica may cease provision of the affected Services or require the Customer by notice to stop using the affected Services. Trelica will not be obliged to refund any Subscription Fees that have been paid for the period following the cessation of the use of the Services.

13.613.6 In no event shall Trelica, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

13.6.113.6.1 a modification of the Services or Documentation by anyone other than Trelica;

13.6.213.6.2 the Customer's use of the Services or Documentation in a manner contrary to the Agreement (including without limitation as a result of any breach by the Customer of its obligations set out in clause 2 or clause 7) or the instructions given to the Customer by Trelica;

13.6.313.6.3 the Customer's use of any Third Party Services or Third Party Software (whether or not in accordance with the terms of clause 7 and the remainder of the Agreement); or

13.6.413.6.4 the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from Trelica, the Party claiming infringement, or any appropriate authority.

13.713.7 The foregoing and clause 13.4 state the Customer's sole and exclusive rights and remedies, and Trelica's (including Trelica's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right, right of confidentiality or other intellectual property right.

1414. Limitation of Liability

14.114.1 Except as expressly and specifically provided in this Agreement:

14.1.114.1.1 without prejudice to clause 7, the Customer assumes sole responsibility for results obtained from the use of the Services, any Professional Services, any Third Party Services and the Documentation by or on behalf of the Customer (including all Authorised Users), and for conclusions drawn from such use;

14.1.214.1.2 Trelica shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Trelica by the Customer in connection with the Services, or any actions taken by Trelica at the Customer's direction;

14.1.314.1.3 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and

14.1.414.1.4 the Services and the Documentation are provided to the Customer on an "as is" basis.

14.214.2 Nothing in this Agreement excludes the liability of Trelica:

14.2.114.2.1 for death or personal injury caused by Trelica's negligence;

14.2.214.2.2 for fraud or fraudulent misrepresentation; or

14.2.314.2.3 for any matter for which it is not permitted by law to exclude or limit, or to attempt to exclude or limit, its liability.

14.314.3 Subject to clause 14.1 and clause 14.2:

14.3.114.3.1 Trelica shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any (i) loss of profits, loss of business, loss of contracts, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss (in each case whether direct or indirect), or (ii) for any special, indirect or consequential loss, costs, damages, charges or expenses, in each case however arising under this Agreement; and

14.3.214.3.2 Subject to clause 14.3.3, Trelica's total aggregate liability in contract (including in respect of the indemnity at clause 13.3), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising:

14.3.2.114.3.2.1 in connection with the performance or contemplated performance of the Agreement (other than the Professional Services) shall be limited to the total Subscription Fees paid under the applicable Order Form during the 12 months immediately preceding the date on which the claim arose; and/or

14.3.2.214.3.2.2 in connection with the performance or contemplated performance of Professional Services under the Agreement shall be limited to the total Professional Services Fees paid under the applicable Order Form in respect of such Professional Services.

14.3.314.3.3 Trelica's total aggregate liability in contract (including in respect of the indemnity at clause 13.3), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of a Trial Subscription shall be limited to £1.00 (One Pound Sterling).

14.414.4 The Customer shall ensure that Authorised Users do not bring any claims arising out of or in connection with their use of the Services directly against Trelica.

1515. Term & Termination

15.115.1 Unless otherwise stated in an Order Form and subject to clause 3 and clause 15.2:

15.1.115.1.1 all subscriptions to the Services will automatically renew, on expiry of the Initial Subscription Term and on any Renewal Period, for a Renewal Period (or further Renewal Period as applicable) without the need to execute a renewal Order Form; and

15.1.215.1.2 the Subscription Rate during any automatic Renewal Period will remain the same as it was during the immediately preceding term unless otherwise agreed to between the Parties.

15.215.2 Following the Initial Subscription Term, either Party may terminate the Agreement at any time by giving the other party prior written notice of at least thirty (30) days, such notice to take effect on the day prior to the commencement of the following Renewal Period.

15.315.3 Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other party:

15.3.115.3.1 if the other Party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 60 days after being notified in writing to make such payment;

15.3.215.3.2 if the other Party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so;

15.3.315.3.3 if:

15.3.3.115.3.3.1 the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;

15.3.3.215.3.3.2 the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

15.3.3.315.3.3.3 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other Party other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other party;

15.3.3.415.3.3.4 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other Party;

15.3.3.515.3.3.5 the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver;

15.3.3.615.3.3.6 a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party;

15.3.3.715.3.3.7 a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other Party's assets and such attachment or process is not discharged within 14 days;

15.3.3.815.3.3.8 any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.3.3.1 to clause 15.3.3.7 (inclusive); or

15.3.3.915.3.3.9 the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

15.3.415.3.4 in accordance with clause 6.14.1.3; or

15.3.515.3.5 in respect of Trial Subscriptions in accordance with clause 3.1.2.

15.415.4 On termination of this Agreement for any reason:

15.4.115.4.1 any rights to use the Services and Documentation granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;

15.4.215.4.2 Trelica will destroy or otherwise dispose of any of the personal data in the Customer Data in its possession in accordance with clause 6.12.5; and

15.4.315.4.3 any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

1616. Publicity

16.116.1 Neither Party will issue any press release or similar publicity regarding the Parties' relationship under this Agreement without the other's written approval.

16.216.2 Trelica may identify the Customer, by name and by logo, as a customer of the Services on Trelica's website and other marketing materials, save that any use of the Customer's logo will only be used in accordance with any guidelines that the Customer gives Trelica for the use of such logo.

16.316.3 Provided the Customer is satisfied with the Services, Trelica may develop a case study for public dissemination and marketing use by Trelica describing the benefits the Customer has derived from the Services. The Customer will reasonably cooperate with such case study. Publishing shall be subject to the Customer's prior written approval, not to be unreasonably withheld.

1717. Force Majeure

·Trelica shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Trelica or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, pandemic or default of suppliers or sub-contractors.

1818. Conflict

·If there is an inconsistency between any of the provisions in the MSA and the Order Form, the order of precedence shall be as follows: a) the Order Form; and then b) the MSA.

1919. Variation

19.119.1 Trelica may modify the MSA from time to time by giving notice to the Customer through the Services, Trelica's online user interfaces or through any other notice mechanism (including by email) to the Customer. Unless a shorter period is specified by Trelica (e.g. due to changes in the law, exigent circumstances or in order to meet the requirements of any of Trelica's third party licensors (including without limitation any API Provider), the modifications become effective upon renewal of the then-current Renewal Period in the case of any modifications following the expiry of the Initial Subscription Term, or on the commencement of the first Renewal Period in the case of any modifications during the Initial Subscription Term, or on entry into a new Order Form. If Trelica specifies that the modifications to the MSA will take effect prior to the start of a Renewal Period and the Customer notifies Trelica in writing by email to [email protected] of its objection to the modifications within thirty (30) days after the date of such notice, Trelica (at its option and as the Customer's exclusive remedy) will either:

19.1.119.1.1 permit the Customer to continue under the existing version of the MSA until the next Renewal Period (after which time the modified Agreement will go into effect); or

19.1.219.1.2 allow the Customer to terminate the Agreement without refund.

19.219.2 Subject to clause 19.1, no variation of the Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

2020. Waiver

·No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

2121. Rights & Remedies

·Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

2222. Severance

22.122.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

22.222.2 If any provision or part-provision of this Agreement is deemed deleted under clause 22.1 the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

2323. Entire Agreement

23.123.1 The Agreement, specifically the MSA and any associated Order Forms, constitute the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

23.223.2 Each Party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.

23.323.3 Each Party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Agreement.

2424. Assignment

24.124.1 The Customer shall not, without the prior written consent of Trelica, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.

24.224.2 Trelica may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.

2525. No Partnership or Agency

·Nothing in the Agreement is intended to or shall operate to create a partnership between the Parties, or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

2626. Third Party Rights

·The Agreement does not confer any rights on any person or party (other than the Parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

2727. Notices

·Any notice required to be given under the Agreement to Trelica shall be in writing and shall be delivered by email to [email protected] . Any notice required to be given under the Agreement to the Customer shall be in writing and delivered to the email address set out in the Order Form as the address for notices or via the Services.

2828. Governing Law

·This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

2929. Jurisdiction

·Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

Schedule 1SCHEDULE 1 - Agreement Personal Data

·Requirement

• ·Subject matter of processing - Trelica's provision of the Services to the Customer inaccordance with the Agreement.
• ·Duration of processing - The personal data will be processed for the duration of the Subscription Term.
• ·Nature and purpose of processing - For the purpose of providing the Services to the Customer in accordance with the Agreement.

·Nature and purpose of processing - For the purpose of providing the Services to the Customer in accordance with the Agreement. Type of Personal Data Type of Personal Data

• ·Name;
• ·E-mail address;
• ·Roles assigned in different applications that are monitored by the Software;
• ·Date of last login, or last activity from different applications that are monitored by the Software;
• ·IP address if the person signs-in to Trelica; and
• ·Any other personal data provided to Trelica for the performance of the Services in accordance with the Agreement.

·In relation to any functionality in the Services which permits the Customer to create, distribute, manage, and request responses to surveys from its employees or any other third party("Survey Functionality"), any other personal data that may be captured by or on behalf of the Customer through suchSurvey Functionality. Categories of Data Subject Categories of Data Subject

• ·The Customer's personnel.
• ·In relation to any Survey Functionality, any other personal data that may be captured by or on behalf of the Customer through such Survey Functionality.