Subscription and License Agreement

MASTER SUBSCRIPTION AND LICENSE AGREEMENT

(hereinafter referred to as the "MSLA" or "Agreement")

THIS AGREEMENT CONTAINS THE BINDING TERMS AND CONDITIONS APPLICABLE TO YOUR USE OF ANY TRIBUTECH SOFTWARE SOLUTIONS AND RELATED SERVICES. PLEASE CAREFULLY READ THIS AGREEMENT. BY ACCESSING, OR USING TRIBUTECH SOFTWARE SOLUTIONS, YOU ARE ACCEPTING THIS AGREEMENT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU HAVE NO RIGHTS TO USE OR ACCESS THE TRIBUTECH SOFTWARE SOLUTIONS AND YOU MUST: (1) NOT ACCESS, OR USE THE TRIBUTECH SOFTWARE SOLUTIONS, (2) PROMPTLY CEASE ANY USE OR ACCESS TO TRIBUTECH SOFTWARE SOLUTIONS, AND (3) DESTROY ALL COPIES AND DOCUMENTATION AS APPLICABLE. IF YOUR COMPANY HAS A SEPARATELY EXECUTED AGREEMENT WITH TRIBUTECH, THEN THE SEPARATELY EXECUTED AGREEMENT WILL INSTEAD APPLY AS OF AND FROM ITS EFFECTIVE DATE ONWARDS, PROVIDED ANY TRANSACTION OR ACTIVITY NOT COVERED IN THE SEPARATELY EXECUTED AGREEMENT SHALL BE COVERED BY THIS AGREEMENT.

PARTIES AND INTRODUCTION

This Master Subscription and License Agreement (the “MSLA” or “Agreement”) is entered into as of the Effective Date by and between Tributech Ltd, a company incorporated and registered in England and Wales with company number 16928736, whose registered office is at 86–90 Paul Street, London EC2A 4NE, United Kingdom (together with its Affiliates transacting hereunder, “Tributech”), and each entity that subscribes to, licenses, or otherwise uses the Solutions (“you” or “Customer”).

Tributech and Customer are also referred to individually as a “party” or collectively as the “parties.” The term “Affiliate” means any person or entity directly or indirectly controlling, controlled by, or under common control with Customer or Tributech.

Customer’s subscriptions to and licenses of Tributech software solutions (each a “Solution” and collectively, the “Solutions”) and purchases of Support Services and Professional Services are governed by this MSLA.

PREAMBLE

(A) Tributech is the developer and owner of all worldwide rights to the Software "Tributech Platform" (as defined below).

(B) The Customer intends to Use (as defined below) the Software for its own purposes.

NOW THEREFORE the Parties agree as follows:

1. DEFINITIONS

1.1 "Connected Agents" or "Connected Data Sources" shall have the meaning of assets or data sources connected to a Tributech Agent or the Tributech Platform.

1.2 "Content" shall be any Customer data or information being processed by means of a Connected Agents or Connected Data Source.

1.3 "Tributech Agent" shall have the meaning of the software part "Tributech Agent" as described in the documentation available here: tributech.io.

1.4 "Tributech Platform" shall have the meaning of the software part "Tributech Platform" as described in the documentation available here: tributech.io.

1.5 "Ordering Documents" shall have the meaning of all quotation documents, purchase orders, order forms, order acceptance forms, change orders, statements of work (“SOWs”), and other similar ordering documents issued and accepted by the parties.

1.6 "Disclosed IP" means any intellectual property disclosed by Tributech to Customer, excluding the Software.

1.7 "Improvements" shall have the meaning set forth in point 2.

1.8 "Joint IP" shall have the meaning set forth in point 3.

1.9 "Managed Tributech Platform" means a Tributech Platform deployment managed by Tributech within the IT Infrastructure of the Customer or IT infrastructure of Tributech.

1.10 "Open Source Software" means any software or documentation subject to a license that meets the Open Source Definition (as promulgated by the Open Source Initiative) or the Free Software Definition (as promulgated by the Free Software Foundation), or any substantially similar license, including but not limited to any license approved by the Open Source Initiative, or any Creative Commons License. For avoidance of doubt, Open Source Licenses include, without limitation, any copyleft license.

1.11 "Self-Managed Tributech Platform" means a Tributech Platform managed and operated by the Customer itself within the IT Infrastructure of the Customer.

1.12 "Service Level Agreement" means the agreement on the services as defined in the Ordering Documents.

1.13 "Software" means Tributech Platform and Tributech Agent together.

1.14 "Licensing Model" means the pricing models offered by Tributech as defined in the Ordering Documents.

1.15 "Term" means the term as defined in the Ordering Documents.

1.16 "Use" (or "to Use") means the use of the Software by the Customer in accordance with this Agreement and the Documentation, without prejudice to Sections 50A to 50D of the Copyright, Designs and Patents Act 1988.

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

1.18 "UK GDPR" means the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018, as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019.

1.19 "Data Protection Legislation" means the UK GDPR, the Data Protection Act 2018, and any other applicable laws and regulations relating to the processing of personal data and privacy in the United Kingdom.

2. SUBJECT OF THE AGREEMENT

2.1 Tributech Ltd and/or its Affiliates is the owner and/or rightsholder of all intellectual property rights, especially of the copyright, regarding the Software.

2.2 The Software contains Open Source Software under the licenses set forth in Annex ./1. The requirements regarding use and disclosure of Open Source Software as set forth in Annex ./1 shall apply.

2.3 Tributech grants the Customer the non-exclusive right to Use the Software for its own purposes within scope of the Licensing Model and the geographic scope and the Term as set forth in the Ordering Documents. The right to sublicense and/or to transfer the rights granted to Customer under this Agreement to a third party are excluded, without prejudice to Sections 50A-50D of the Copyright, Designs and Patents Act 1988 (as amended).

2.4 The Customer chooses between the Managed Tributech Platform and the Self-Managed Tributech Platform.

2.5 The Software shall be made available to the Customer within 14 calendar days of the Effective Date.

2.6 In order to obtain access to the Tributech Platform the Customer shall install the Software on its own either as managed application or as self-managed application by (self-)installation on the Customer's IT infrastructure via the provided link to a software marketplace. Tributech or one of its certified partners may offer to install the Software on the Customer’s IT infrastructure.

2.7 Tributech and its certified partners offer training courses for the Customer's employees that take place virtually, on-site or at the headquarters of Tributech.

2.8 Disclosure of the Software’s source code is not part of this Agreement.

2.9 Tributech will provide instructions in the form of online documentation and/or online tutorials for the Use of the Software to the Customer.

2.10 The Customer agrees not to remove any Tributech's copyright notices and control marks on copies of the Software and/or user instructions under any circumstances.

3. TERM AND TERMINATION OF THE AGREEMENT

3.1 This Agreement shall enter into force on the Effective Date and be concluded for the Term.

3.2 The Term will be automatically extended for a further Term if none of the Parties objects to an automatic extension at least three months before the end of the Term and a renewal fee will apply. If one of the Parties objects to the automatic extension of the Term within the specified period, this Agreement is terminated at the end of the Term.

3.3 The Parties' right to extraordinary termination for exceptional reasons with immediate effect remains unaffected by the provision set forth in point 2. An exceptional reason is considered to be in particular

a) The persistent breach of essential provisions of the Agreement by the respective other Party despite a written warning and the setting of a grace period of thirty days.

b) The occurrence of any of the following events: (i) the other Party becomes insolvent or unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; (ii) the other Party enters into liquidation whether compulsory or voluntary (other than for the purposes of a bona fide reconstruction or amalgamation); (iii) a receiver, administrator, administrative receiver or similar officer is appointed over any of the assets of the other Party; or (iv) the other Party enters into or proposes any composition or arrangement with its creditors generally.

3.4 Upon expiry of the Term or in case of a premature termination of the Agreement, the Customer is obliged to return the Software as well as documents and records to Tributech. If the transfer is not possible, the Customer is obliged to irretrievably destroy the Software, records and documents and to provide Tributech proof thereof. 

3.5 At the end of the Term or upon premature termination of the Agreement, (i) Tributech will block access to the Software and (ii) all claims and fees for the respective service - possibly on a (monthly) pro rata basis - of Tributech against the Customer become due, provided they were not due already before.

4. PRICING, PAYMENT TERMS AND INVOICING

4.1 SaaS Subscriptions, Licensed Software, Support Services, Professional Services, and other offerings are subject to the fees and prices stated in the Ordering Documents or Tributech's authorized price lists (as may be updated from time-to-time) (collectively, the "Fees"). Unless otherwise stated in the Ordering Documents, all Fees shall be quoted and payable in pounds sterling (GBP), euros (EUR), or United States dollars (USD). Fees are exclusive of any taxes, duties, or other similar charges, including but not limited to Value Added Tax (VAT) which shall be payable by Customer at the prevailing rate. Customer's rights to access and use the Solutions or receive Support Services and Professional Services are subject to its payment of the Fees in accordance with the payment terms and as invoiced as set forth herein.

4.1.1 All Fees are due and payable net 30 days after the date of invoice. For the avoidance of doubt, time for payment shall be of the essence. Without prejudice to any other right or remedy available to Tributech, if Customer fails to pay any amount due under this Agreement on the due date, Tributech shall be entitled to charge interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate from time to time, accruing on a daily basis from the due date until the date of actual payment, whether before or after judgment, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
4.1.2 Fees are payable annually in advance for SaaS Subscriptions, Licensed Software and Support Services whether the term is an Initial Term or a Renewal Term, and shall be nonrefundable and irrevocable, except as otherwise provided in the MSLA.
4.1.3 Tributech may invoice the Fees payable for the Initial Term of any SaaS Subscription, Licensed Software or Support Services upon receipt of the applicable Ordering Document and in accordance with the terms stated therein. Customer agrees to timely provide all Ordering Documents reasonably requested by Tributech to process renewal invoicing to avoid a lapse or disruption of services.
4.1.4 Certain Solutions carry Fees based on actual usage (such as number of agents or APIs applicable to the specific Solution). Invoices for the Initial Term shall reflect the Fees based on Customer’s usage as set forth in the Ordering Documents. Invoices for each Renewal Term shall reflect Customer’s usage as tracked by the applicable Solution’s usage tracking and/or reporting functionality. Customer’s use of a Solution represents its consent to such usage tracking for billing purposes. If information on usage is not available at the time an invoice is issued, Tributech shall separately invoice Customer for the additional usage.
4.1.5 During the term of the MSLA and for two (2) years thereafter, Customer agrees to maintain complete and accurate records of usage for usage-based Solutions and provide usage reporting on request. Customer also authorizes automatic usage reporting to Tributech for solutions that contain automatic usage tracking functionality.
4.1.6 During the term of the MSLA and for two (2) years thereafter, Tributech shall have the right upon reasonable notice and at a mutually convenient time no more than thirty (30) days from the date of such notice to audit Customer’s Solution usage records to verify accuracy of its usage reporting. Tributech shall disclose to Customer any under reported usage revealed by an audit and the parties shall reasonably cooperate to resolve any Customer disputes within 10 days of Tributech‘s disclosure, at which time Tributech may invoice Customer for any under reported usage.

4.2 Fees for Professional Services are invoiced upon receipt of Customer’s Ordering Document for Professional Services and must be paid in full by Customer before the performance of the Professional Services, unless otherwise provided in the applicable SOW. Work will proceed on the schedule and timing mutually agreed in writing between Customer and Tributech. Fees for Professional Services are nonrefundable.

4.3 Customer is responsible for all taxes, duties or similar charges associated with its access to, licensing or use of a Solution or purchase or receipt of any services under the MSLA (excluding taxes assessed on Tributech’s income), and Tributech may invoice and collect any such taxes, duties, or charges from Customer unless Customer timely provides Tributech with a valid tax exemption certificate authorized by the appropriate taxing authority. Tributech is not required to invoice Customer for any taxes that Customer is obligated to declare and pay directly under applicable law. Customer agrees to indemnify Tributech for any amounts, including fines and penalties due to Customer’s noncompliance.

4.4 Affiliate Fulfillment. Tributech may at any time, upon prior written notice to Customer, delegate the issuance of quotations, invoices and collection of Fees to any of its Affiliates (a “Fulfillment Affiliate”). Where Tributech designates a Fulfillment Affiliate: (a) Tributech shall remain solely responsible and liable for all of its obligations under this Agreement, and the designation of a Fulfillment Affiliate shall not relieve Tributech of any such obligation; (b) payment by Customer of any Fees to a designated Fulfillment Affiliate shall constitute valid and complete discharge of Customer’s payment obligation to Tributech in respect of those Fees; (c) the Fulfillment Affiliate shall be bound by confidentiality obligations no less protective than those set out in clause 9 of this Agreement; and (d) Tributech may revoke or change a Fulfillment Affiliate designation at any time by written notice to Customer. For the avoidance of doubt, Customer’s contractual counterparty under this Agreement shall at all times remain Tributech Ltd.

5. PROFESSIONAL SERVICES

5.1 Tributech offers standard professional services packages as well as professional services offerings mutually scoped in a SOW with Customer to support implementation, configuration, and use of the Solutions (collectively, “Professional Services”). Ordering documents for Professional Services are subject to the MSLA.

5.2 Standard Professional Services packages consist of a specific scope of Professional Services and pre-set parameters designed to deliver implementation described in the data sheet for each package. Standard Professional Services are purchased through an Ordering Document specifying the relevant package or packages. All other Professional Services are considered non-standard services and must be scoped and priced in a SOW and is signed by the parties prior to order placement. Non-standard Professional Services engagements are subject to the pricing terms and fees set forth in the applicable SOW. Any policies and procedures that Customer may require in connection with Tributech’s performance of the Professional Services must be expressly stated in the Order Document or SOW signed by the parties.

5.3 For on-site Professional Services engagements, Customer shall, at its expense, provide Tributech with safe access to its facilities, systems and network to the extent reasonably required by Tributech to perform the Professional Services. For remote Professional Services engagements, Customer shall, at its expense, provide Tributech with secure remote access to its systems and network to the extent required to perform the Professional Services, which access must meet market-prevailing security standards applicable to the information and data accessed and any other security Tributech may reasonably request.

5.4 Tributech has no obligation to schedule, staff, or begin any Professional Services until Customer has submitted the Ordering Document required under the MSLA and fully paid the Fees for the Professional Services in accordance with the MSLA and applicable Ordering Document. Tributech and Customer shall mutually set the Professional Services initial start date based on Customer requirements and Tributech staffing availability. Tributech shall confer with Customer on project staffing to complete the engagement as scheduled but shall retain sole discretion over Professional Services staffing decisions. Professional Service may be performed by Tributech authorized subcontractors (including personnel of Affiliates), provided Tributech shall be responsible for the performance of its authorized subcontractors. Tributech reserves the right to re-assign personnel for a project, provided in the case of re-assignment after a project start date, Tributech shall take steps to reasonably minimize delays due to re-assignment. Throughout all Professional Services engagements, Customer shall assign adequate personnel and resources and reasonably cooperate with Tributech for completion of Professional Services as scheduled, including (i) assigning a project contact authorized to provide required decisions and approvals, (ii) timely providing complete and accurate responses to information requested by Tributech, and (iii) providing Tributech timely access to Customer’s facilities, systems, and network as required.

5.5 Tributech shall not be responsible for any incremental costs or damages resulting from a Professional Services performance delay caused by Customer’s failure to perform or timely perform any of its obligations. Customer will be charged at Tributech’s then-current daily rates for any additional time needed by Tributech to complete the Professional Services due to such delays. Unless expressly provided otherwise in a change order or SOW, any project extensions shall be charged at Tributech’s then-current daily rates. Project scope and requirements may be changed, and timelines may be extended, by one or more change orders to the SOW executed between the parties.

5.6 Tributech shall own all intellectual property and other rights in all materials and information used or generated by Tributech (including its authorized subcontractors) in the performance of Professional Services (“PS Materials”). PS Materials do not include any Customer Data or Customer Confidential Information which, as between the parties, shall remain solely owned by Customer. Subject to the MSLA and the applicable Ordering Documents and Documentation and provided Customer has paid the Fees for the Professional Services, Tributech hereby grants Customer a perpetual, non-exclusive, non-transferable, and non-sublicensable license to use, only for Customer’s internal business purposes, the PS Materials related to Professional Services provided to Customer.

6. WARRANTY AND LIABILITY

6.1 The Parties agree on the defect classes listed below for the classification of defects of the Software. A defect shall be any deviation from the software characteristics as provided for the Documentation available at docs.tributech.io or as otherwise provided to Customer.

Class 1 - Critical

The Use of the Software is not possible or unreasonably restricted. The defect has a serious impact on essential functions and/or the security of the Software so that it cannot be used any further.

Class 2 - Heavy

The appropriate Use of the Software is considerably restricted. The defect has a significant influence on functions and/or the security of the Software, but allows further use.

Class 3 - Minor

The appropriate Use of the Software is slightly restricted. The defect has an insignificant influence on the functionality and/or the security of the Software and allows further use with only minor restrictions.

6.2 The assignment of a defect to a defect class shall be decided unanimously by the Parties. If the Parties cannot agree on such classification, Tributech may take measures according to its own classification.

6.3 The warranty period for class 1 and class 2 defects (critical and heavy defects) is one year from the date of delivery of the Software according to point 6. Tributech will start to resolve the defect within 5 working days after reporting of a class 1 or 2 defect at the latest and will resolve the defect free of charge within a reasonable period.

6.4 Class 3 defects (minor defects) must be reported within 14 days of delivery of the Software in accordance with point 6. If a class 3 defect is not reported within the aforementioned period, the corresponding part of the Software shall be deemed to have been accepted without defects. In case of due notification of a minor defect, Tributech will resolve the defect within a reasonable period, which in any event shall not be less than two months.

6.5 Notices of defects are to be made in writing to Tributech. For the purpose of a thorough investigation of possible defects, the Customer is obliged to support Tributech free of charge and to grant access to the IT infrastructure on which the Software has been installed.

6.6 Tributech ensures the availability of the Managed Tributech Platform according to the Service Level Agreement. The inability to Use the Software due to a failure of the Managed Tributech Platform does not constitute a defect, if the Managed Tributech Platform has the availability as agreed in the Service Level Agreement.

6.7 Tributech does not warrant for the availability of the

a) Self-Managed Tributech Platform and
b) Managed Tributech Platform if the Customer has not updated the application as recommended by Tributech.

6.8 The Customer loses all warranty claims if it modifies or processes the Software without authorization of the Tributech.

6.9 Tributech does not warrant that the Use of the Software does not infringe the rights of third parties. At present, Tributech is not aware of any rights of third parties that conflict with the Use of the Software.

6.10 Subject to clauses 6.10A to 6.10D and clause 6.12, Tributech’s liability under or in connection with this Agreement shall be as set out in this clause 6.

6.10A Nothing in this Agreement shall limit or exclude either Party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) any liability which cannot be limited or excluded by applicable law.

6.10B Subject to clause 6.10A, neither Party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of or damage to goodwill; or (g) any indirect or consequential loss.

6.10C The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Agreement.

6.10D This Agreement sets out the full extent of Tributech's obligations and liabilities in respect of the supply of the Software and Services. Except as expressly stated in this Agreement, there are no conditions, warranties, representations or other terms, express or implied, that are binding on Tributech.

6.11 Tributech is liable for the loss of data solely in cases of gross negligence or intent.

6.12 Except as set out in clauses 6.10A to 6.10D, the maximum aggregate liability of Tributech under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the greater of: (a) the total Fees paid by Customer during the twelve (12) months immediately preceding the date on which the claim arose; or (b) £50,000 (fifty thousand pounds sterling).

6.13 The Customer will release Tributech from any liability in connection with the Use of the Software by the Customer and will keep Tributech completely free of any claims and actions from third parties. The Customer reimburses Tributech for any costs incurred by Tributech for necessary legal prosecution or legal defence.

7. RIGHTS AND OBLIGATIONS OF THE CUSTOMER

7.1 The Customer will immediately inform Tributech of any occurred or threatened violation or impairment of the Software. If Tributech decides to take legal action to defend itself against such infringement or interference, the Customer will assist at Tributech's request to the best of its ability. The Customer will not take legal action in this regard without the prior written consent of Tributech.

7.2 The Customer acknowledges Tributech's rights to the Software and agrees to refrain from any infringement of Tributech's Software.

8. IMPROVEMENTS OF THE SOFTWARE/JOINT IP

8.1   It is the common understanding of the Parties that any adaptation, modification and/or editing (including customization and integration) of the Software and/or the Tributech Platform in order to enable the Customer to Use the Software shall be executed by Tributech (including through its Affiliates) (or one of its certified partners). Any intellectual property rights that are created during that process is owned exclusively by Tributech or its relevant Affiliate.

8.2  In case Customer adapts, modifies and/or edits the Software (to the extent permitted by the Copyright, Designs and Patents Act 1988 and/or this Agreement) (the "Improvements"), Customer irrevocably grants Tributech free of charge the unrestricted right to use the Improvements for any purpose (including the right to sublicense, assign, and commercially exploit such Improvements). Customer shall not use the Improvements outside the scope of this Agreement (including but not limited to granting a license to third parties to use the Improvements) without the consent of Tributech.

8.3 All results jointly created by Tributech and Customer under this Agreement based on or related to Disclosed IP, other than Improvements, whether or not they enjoy intellectual property protection under thelaws of the United Kingdom (the "Joint IP"), are the joint property of the Parties without any further assignment.

8.4 Each Party shall require its employees, agents, consultants, and representatives to disclose to it any Joint IP and/or Improvements in writing promptly after conception or making, and each Party shall subsequently to any such disclosures to it by its employees, agents, consultants, or representatives, promptly disclose such Joint IP and/or Improvements to the other Party. Each Party shall ensure that each of its employees, agents, consultants, and representatives shall assign its interest in such Joint IP and/or Improvements to its respective Party employer, as the case may be, and such rights shall therefore vest in the respective Party employer to whom the inventor assigns its rights. The Parties hereby agree to make any assignments to each other that are necessary to achieve joint ownership of the Joint IP and/or Improvements and agree to execute such further documentation as may be reasonably requested by the other Party to confirm such ownership.

9. CONFIDENTIALITY

9.1 The Parties undertake to maintain strict confidentiality of all information that they become aware of as a result of their activities under this Agreement, even after the expiry of this Agreement.

9.2 In particular, all information concerning the Software and Tributech’s infrastructure, systems, and business operations must be kept secret.

This does not apply to information,

which is generally known or easily accessible;
which was demonstrably already known to the Customer when the Agreement was concluded;
which the Customer is legally obliged to disclose;
which the Customer must disclose in the course of legal proceedings to protect its interests.

9.3 The Customer shall also impose this obligation on its employees and its other in writing and provide Tributech at its request with proof thereof.

9.4 Each Party may disclose the other Party's Confidential Information to its employees, officers, representatives, contractors, subcontractors, advisers, or Affiliates who need to know such information for the purposes of carrying out the Party's obligations under this Agreement, provided that the disclosing Party takes all reasonable steps to ensure that such recipients comply with the confidentiality obligations contained in this Agreement as though they were a party to this Agreement.

9.5 The obligations of confidentiality in this clause 9 shall survive termination or expiry of this Agreement for a period of five (5) years.

10. DATA PROTECTION

10.1 Tributech and Customer act as independent controllers as defined in Article 4(7) of the UK GDPR and section 5 of the Data Protection Act 2018.

10.2 Customer represents and warrants that it has assessed the Content for personal data and, where the Content contains personal data, Customer has ensured that processing via the Solutions is lawful and compliant with Data Protection Legislation. Customer acts as the Controller for the Content within the meaning of Article 4(7) of the UK GDPR and must ensure compliance with all resulting obligations. Customer shall indemnify and hold Tributech harmless from and against any claims, losses, or regulatory penalties arising from Customer’s breach of applicable Data Protection Legislation in connection with the Content.

10.3 Tributech acts as the Controller for the data necessary to create a user account.

10.4 The transmission of the Content by Tributech results from the respective Connected Agents. Tributech does not process the Content in the sense of Article 4(2) of the UK GDPR, even if the Content contains personal data in deviation from point 10.2.

10.5 International Data Transfers. To the extent that any personal data is transferred outside the United Kingdom in connection with this Agreement (including transfers to Affiliates), such transfer shall only occur: (a) to a country or territory that has been designated as providing an adequate level of protection for personal data by the UK Secretary of State (which currently includes the European Economic Area); (b) pursuant to the International Data Transfer Agreement (IDTA) or UK Addendum to the EU Standard Contractual Clauses issued by the UK Information Commissioner's Office; (c) pursuant to binding corporate rules approved by the UK Information Commissioner's Office; or (d) pursuant to any other lawful transfer mechanism under Data Protection Legislation.

10.6 Each Party shall maintain appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure, in accordance with Article 32 of the UK GDPR.

10.7 Data Processing Agreement. Where Tributech processes personal data on behalf of the Customer as a processor within the meaning of Article 28 of the UK GDPR, the parties shall enter into a separate Data Processing Agreement on terms consistent with the Data Protection Legislation. Such Data Processing Agreement shall set out the subject matter and duration of the processing, the nature and purpose of the processing, the type of personal data and categories of data subjects, and the obligations and rights of the controller and processor.

11. NOTIFICATIONS

11.1 Notifications provided under this Agreement or by law shall be deemed to have been received by the other Party on the date on which the notice is received at the address of the other Party as set forth in the Ordering Documents or, in the case of Tributech, at its registered office in the United Kingdom. Any change of address must be notified to the other Party in writing and shall take effect five (5) Business Days after receipt by the respective other Party.

12. MARKETING

Unless otherwise agreed, Tributech is entitled to name the Customer as a reference and to Use all (protected or unprotected) trademarks and distinctive signs of the Customer for these advertising purposes. The Customer may revoke this agreement at any time by e-mail to legal@tributech.io.

13. FINAL PROVISIONS

13.1 This Agreement conclusively regulates the legal relations between the Parties. Any agreements made prior to or upon conclusion of this Agreement, any declarations of intent or knowledge given and any other circumstances of legal significance shall lose all validity upon signing of this Agreement.

13.2 Any fees and charges in connection with the establishment, performance and termination of this Agreement shall be borne by the Customer.

13.3 This Agreement is subject to the laws of England and Wales, excluding its conflict of laws provisions and the UN Sales Convention(CISG).

13.4 For all disputes arising between the Parties from or in connection with this Agreement, the Parties agree to the exclusive jurisdiction of the courts of England and Wales.

13.5 This Agreement contains all agreements existing between the Parties. Amendments and supplements to this Agreement including this point must be in writing and must be signed by both Parties.

13.6 Should individual provisions of this Agreement be or become invalid, this shall not affect the remaining content of the Agreement. The ineffective provision shall be replaced by an effective provision which is legally valid and comes closest to the Parties' intention.

13.7 Third Party Rights. Except for Tributech's Affiliates who shall have the right to enforce the terms of this Agreement to the extent those terms confer a benefit on them, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

13.8 Force Majeure. Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control, including but not limited to acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war; nuclear, chemical or biological contamination; or any law or any action taken by a government or public authority. The affected Party shall use all reasonable endeavours to mitigate the effect of a force majeure event on the performance of its obligations.

13.9 Notices. Any notice given to a Party under or in connection with this Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or (in any other case) its principal place of business, or sent by email to the address specified in the Ordering Documents. Any notice shall be deemed to have been received: if delivered by hand, at the time the notice is left at the proper address; if sent by pre-paid first-class post or other next Business Day delivery service, at 9.00 am on the second Business Day after posting; if sent by email, at the time of transmission, or if this time falls outside Business Hours, when Business Hours resume.

13.10 Assignment. Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of Tributech. Tributech may at any time assign, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights under this Agreement to any of its Affiliates or to any person to whom it transfers all or substantially all of its business or assets.

13.11 Anti-Bribery and Anti-Corruption. Each Party shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, including but not limited to the Bribery Act 2010 (the “Anti-Bribery Requirements”). Neither Party shall engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the United Kingdom. Each Party shall have and shall maintain in place throughout the term of this Agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Anti-Bribery Requirements and shall enforce them where appropriate. Each Party shall promptly report to the other Party any request or demand for any undue financial or other advantage of any kind received by such Party in connection with the performance of this Agreement. Breach of this clause shall be deemed a material breach of this Agreement entitling the non-breaching Party to terminate this Agreement immediately upon written notice. 

13.12 Sanctions Compliance. Each Party represents and warrants that neither it nor any of its directors, officers, or, to its knowledge, employees or agents is a person or entity that is, or is owned or controlled by persons or entities that are, (a) the subject of any sanctions administered or enforced by the United Kingdom (including HM Treasury/OFSI), the United States (including OFAC), the European Union, or the United Nations (collectively, “Sanctions”); or (b) located, organised, or resident in any country or territory that is the subject of comprehensive Sanctions. Each Party shall comply with all applicable Sanctions in its performance of this Agreement. If at any time during the term either Party becomes the subject of Sanctions or becomes aware of any circumstances that may give rise to a Sanctions designation, it shall promptly notify the other Party in writing. Either Party may terminate this Agreement immediately by written notice if the other Party becomes the subject of Sanctions or breaches this clause.

Annex ./1

OPEN-SOURCE SOFTWARE TERMS AND CONDITIONS

1. SCOPE

1.1 These Open-Source Software Terms and Conditions apply when Tributech provides Customer with Software that includes Open-Source Software licensed under the licenses as set forth in point 1.2 of this Annex ./1.

1.2 The included Open-Source Software is subject to the licenses listed here: Tributech Open Source License Overview.

2. OBLIGATIONS OF TRIBUTECH ACCORDING TO OPEN-SOURCE SOFTWARE LICENSES

2.1 Tributech ensures that the Software or this Annex ./1 contains the following information on Open-Source Software included in the Software, as applicable under the terms and conditions of the respective license:

(i) File, component and path name;

(ii) copyright notices;

(iii) permission notes or license texts;

(iv) concerning Apache license: content of NOTICE-Files, as far as included in the code and pertaining to the Product;

(v) modification notes;

(vi) other information, as far as required by the license provisions;

(vii) the complete license text to included Permission Notes; and

(viii) for copyleft licenses, type of linking (dynamic/static).

All the above information shall be provided in a common file format (which Customer may specify) for each development state and final state for each copy of the Software with each delivery or upon request by Customer.

2.2 Tributech will fully comply with all obligations associated in any way with any Open-Source Software contained in the Software (including e.g., licenses and copyright law). If required by the respective Open-Source Software, Tributech shall provide an archive file of all source code files of all applicable Open-Source Software and of all other applicable software (including e.g. makefiles, scripts) and instructions for building the source code into installable object code if and insofar the Open-Source Software requires Customer to provide this on distribution of any improvements or joint IP (as defined in the respective license).

2.3 Tributech will fulfil its obligations set forth in point 2.1 and 2.2 in a way that allows Customer to distribute any improvements or joint IP (as defined in the respective license) in full compliance with Customer's Open-Source Software obligations for Open-Source Software included in the Software that is embedded or integrated in any improvements or joint IP (as defined in the respective license.

3. TRIBUTECH'S OPEN-SOURCE SOFTWARE REPRESENTATIONS AND WARRANTIES

3.1 Without limitation to any other rights of Customer, Tributech warrants and represents that

(a) all Open-Source Software contained in the Software is subject to the licenses set forth in point 2 of this Annex ./1;
(b) material and information it provides pursuant to this Annex ./1 is complete and accurate;
(c) each Open-Source Software included in Software does not and will not:

i. violate the terms of the Open-Source Software by the manner in which the Open-Source Software is used or connected with or interacts with other Open-Source Software or proprietary software;
ii. require that any proprietary software used in the Software will be subject to the terms of the Open-Source Software by the manner in which the Open-Source Software is used or connected with or interacts with such proprietary software according to the intended use of the Software;

(d) it has complied fully with all of the terms of the Open-Source Software by which Tributech is bound with regard to using, processing, editing and passing on the Open-Source Software included in the Software or which are relevant to the use thereof provided for under the contract.

3.2 Without limitation to any other rights of Customer, Tributech shall indemnify Customer for all costs, expenses and damages caused by the non-compliance or untimely compliance, whether by act or omission, with licenses of the Open-Source Software or copyright law in relation to the Software or by the violation of any obligations of Tributech set forth in this Annex./1, provided that: (a) Customer gives prompt written notice of any claim; (b) Customer provides Tributech with sole control of the defence and settlement of the claim; (c) Customer provides all reasonable assistance to Tributech (at Tributech's expense); and (d) Customer does not admit liability or settle or compromise the claim without Tributech's prior written consent.