Terms and Conditions

General Terms and Conditions of Use

This Agreement (the "Agreement") is a legal agreement between the Buyer, details of which are set out on the Order ("Buyer") and Mistral Data Limited whose registered office is 8th Floor The Point, 37 North Wharf Road, London, United Kingdom, W2 1AF (the "Supplier"). It governs the Buyer's use of the Supplier's SaaS Services and Documentation.

The Agreement between us is entered into and becomes effective upon the Buyer (1) clicking a box indicating acceptance, on the online purchasing portal, or (2) by signing an Order Form that references this Agreement, or (3) by using the SaaS Services.

By using the SaaS Services, Buyer agrees to the terms of this Agreement. If the individual accepting this Agreement is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its Affiliates to these terms and conditions, in which case the term "Buyer" shall refer to such entity and its Affiliates. If the individual accepting this Agreement does not have such authority, or does not agree with these terms and conditions, such individual must not accept this Agreement and may not use the Services.

We recommend that you print a copy of this Agreement for future reference.

Definitions

For the purposes of this Agreement, the terms listed in Section 1 shall have the following meanings unless the context otherwise prescribes:

• Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
• Applicable Laws means all applicable laws, regulations, regulatory permits and licences which are in force from time to time during the Term and which apply to the SaaS Services.
• AWS means Amazon Web Services and in relation to the Buyer, refers to the AWS contracting party in respect of the Buyer's AWS accounts.
• Buyer Data means the data inputted by or on behalf of Buyer for the purpose of using or facilitating the use of the SaaS Services, and any data generated by, or derived from Buyer's use of the SaaS Services, whether hosted or stored within the SaaS Services or elsewhere.
• Calendar Month means a period commencing on a given date in one calendar month and ending on the numerically corresponding date in the succeeding calendar month, save that if the numerically corresponding date in the succeeding calendar month does not exist, the period shall end on the last day of that succeeding calendar month.
• Data Protection Legislation means any applicable national laws, regulations and/or secondary legislation, as amended, superseded or updated from time to time, in relation to data privacy laws, protection and privacy, including the UK GDPR (as defined in section 3(10) (supplemented by section 205(4)) of the Data Protection Act 2018), the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and the General Data Protection Regulation (EU) 2016/679), as and where it is applicable.
• Documentation means the Service's documentation and all usage and guides made available to Buyer from time to time.
• Event Outside Our Control means any act or event beyond Supplier's reasonable control including but not limited to failure of public or private telecommunications networks, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labour problem, or denial of service attack.
• Fee means the fee set out on the Order form payable by Buyer for the Subscription.
• Open Source Software means software distributed under a licensing or distribution model that is publicly available and makes the source code to such software available to licensees for use, modification and redistribution.
• Order means the electronic order on the AWS Marketplace where Buyer purchases subscriptions to the SaaS Services.
• Product Listing means the description of the Software and other product information listed on the AWS Marketplace or Supplier's website and offered by Supplier or Supplier's authorised reseller, including Support Services and Supplier's policies and procedures incorporated or referenced in the product information. The Product Listing may also describe, incorporate or reference Supplier's security practices or disclosures concerning Open Source Software.
• SaaS Services means the Software, or a component of a Software, ordered by the Buyer under an Order or via online purchasing portal, or as deployed and hosted by Supplier in the Supplier's computing environment, and any software and other technology provided or made accessible by Supplier in connection therewith (and not as a separate product or service) that Buyer is required or has the option to use in order to access and use the Software.
• Software means the computer software and any associated data that Supplier provides or is obligated to provide as part of a Subscription to the SaaS Services, including any patches, bug fixes, corrections, remediation of security vulnerabilities, updates, upgrades, modifications, enhancements, derivative works, new releases and new versions of the foregoing that Supplier provides, or is obligated to provide, as part of the Subscription.
• Subscription means a subscription to use the SaaS Services for the number of AWS accounts specified in the Order form purchased by Buyer and fulfilled by Supplier for the licensing and provision of Software.
• Subscription Period has the meaning given to it in Section 2.3.
• Support Services means the support and maintenance services for the Software that Supplier provides, or is obligated to provide, as described in the Product Listing and/or Annex 1 to this Agreement and as more particularly specified within a written statement of work that is signed on behalf of both parties.
• Term means the period with effect from the Start Date until such date as the Buyer opts-out of auto-renewal in accordance with Section 2.3 or otherwise, either party exercises its right to terminate this Agreement.

SaaS Services

Right To Use

The Supplier grants to the Buyer a limited, non-exclusive, non-sublicensable, non-assignable and non-transferable right, during the Term to a Subscription to access and use the SaaS Services specified on the Order on the terms of this Agreement, for internal business purposes only.

Supplier Obligations

Subject to the exclusions and limitations set out in this Agreement, the Supplier shall:

• make the SaaS Services available to Buyer pursuant to the terms of this Agreement, the applicable Order and the Documentation;
• provide the Support Services in accordance with the terms of this Agreement;
• use commercially reasonable efforts to make the ordered SaaS Services available 24 hours a day, 7 days a week, except for:
  • downtime which is planned (of which the Supplier shall give reasonable advance electronic notice);
  • any unavailability caused by an Event Outside Our Control;
• provide the SaaS Services in accordance with Applicable Laws.

Term

This Agreement shall commence on the earlier of (a) completion of purchase of a Subscription, or (b) acceptance of these terms and conditions (c) completion of an Order form referencing these terms and conditions ("Start Date"). The minimum Term of a Subscription is one (1) Calendar Month and the Subscription shall automatically renew at the end of each Calendar Month (each a "Subscription Period") unless Buyer opts-out of auto-renewal, in which case the Subscription shall end at the end of the Subscription Period in which Buyer exercises its right to opt-out. Notwithstanding the foregoing, either Party may terminate this Agreement in accordance with its terms.

Subscription

The SaaS Services are purchased as subscriptions for the Term. During the Term the Supplier will fulfil the Subscription to Buyer, enabling the Buyer to access and use the SaaS Services, subject to the following:

• During the Term the Buyer may increase or reduce the number of AWS accounts forming a part of its subscription by adding or removing accounts within the Buyer's account settings.
  • Any increase in AWS accounts takes effect immediately on the date of the change. If an increase happens mid-Subscription Period, the Buyer will be charged for the additional accounts on a pro-rata basis for the remainder of that period.
  • Any decrease in AWS accounts mid-Subscription Period, will be adjusted downwards starting from the next Subscription Period. However, if a reduction causes an account to fall short of its minimum Term of Subscription (as defined in Section 2.3), the Buyer will be charged pro-rata to cover that minimum term in the following Subscription Period.

Third Party Web Services

The SaaS Services may include integrations with web services made available by third parties (other than Supplier's Affiliates) that are accessed through the SaaS Services and subject to terms and conditions with those third parties. These third party web services are not part of the SaaS Services and the Agreement does not apply to them. Supplier is not responsible for the content of these third party web services and Supplier shall be held harmless from all claims or losses arising from Buyer's of such third party web services.

Restrictions

General Restrictions

Except as expressly set out in this Agreement or as permitted by any local law, Buyer undertakes:

• not to make the Software nor any part of it, available to anyone other than the Buyer;
• not to copy (in whole or in part) the Software or Documentation except where such copying is incidental to normal use of the Software, or where it is necessary for the purpose of back-up or operational security;
• not to sell, resell, license, rent, lease, sub-license, loan, translate, merge, adapt, vary, modify, assign, distribute, display, disclose, or otherwise commercially exploit, the Software or Documentation, or include the Software or Documentation in any service bureau or outsourcing offering;
• not to make alterations to, or modifications of, the whole or any part of the Software, nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
• not to disassemble, decompile, reverse-engineer or create derivative works from or otherwise reduce to human-perceivable form the whole or any part of the Software nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by Buyer during such activities:
  • is used only for the purpose of achieving inter-operability of the Software with another software program; and
  • is not unnecessarily disclosed or communicated without Supplier's prior written consent to any third party; and
  • is not used to create any software which is substantially similar to the Software;
• not attempt to obtain, or assist third parties in obtaining, access to the SaaS Services, Software or Documentation in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person other than Buyer's employees without prior written consent from Supplier;
• not to access all or any part of the SaaS Services, Software or Documentation to build a product or service which competes with the SaaS Services, Software or the Documentation;
• not to use the SaaS Services to provide services to third parties;
• to comply with all Applicable Laws with respect to Buyer's activities under this Agreement.

Cooperation

Buyer shall provide Supplier with all necessary cooperation in relation to this Agreement and all necessary access to such information as may be required by Supplier to the extent required to provide the SaaS Services.

Buyer Data

Buyer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Buyer Data. Buyer hereby licenses Supplier to use Buyer Data for the proper performance of the SaaS Services and all other purposes relevant to the proper exercise of Supplier's rights and obligations under this Agreement, including but not limited to improving and enhancing the SaaS Services.

Malicious Code/Activity

Buyer will not intentionally use the SaaS Services to: (a) store, download or transmit infringing or illegal content, or any viruses, "Trojan horses" or other harmful code; (b) engage in phishing, spamming, denial-of-service attacks or fraudulent or illegal activity; (c) interfere with or disrupt the integrity or performance of the Software, component or data contained therein or on Supplier's system or network or circumvent the security features of the Software; or (d) perform penetration testing, vulnerability testing or other security testing on the Software, component or Supplier's systems or networks or otherwise attempt to gain unauthorised access to the Software or Supplier's systems or networks.

Suspension Of Use

Supplier may suspend Buyer's right to access or use any portion or all of the SaaS Services immediately upon notice to Buyer:

• if Supplier, after reasonable due diligence given the nature and severity of the issue, reasonably determines that: (i) Buyer's use of the SaaS Services poses a material risk to the security or operation of Supplier's systems, the SaaS Services or the systems or data of any other Buyer, or (ii) Buyer's use of the SaaS Services violates Section 3.1 or is illegal or fraudulent or causes damage or injury to Supplier or any other person; or
• if Buyer fails to pay any undisputed amounts within seven (7) days after notice of past due amounts; or
• if Buyer has ceased to operate 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;
• if continued use may result in material harm to the SaaS Services; or
• to comply with laws and regulations applicable to Supplier, its Affiliates' or subcontractors.

Use Restrictions

The SaaS Services are subject to usage limits specified in the Order and the Documentation. If Buyer exceeds the stated usage limit, the Supplier may restrict or reduce the Buyer usage so that such usage aligns with the limit stated in the Order and/or the Documentation. Buyer shall permit Supplier or Supplier's designated auditor to audit the SaaS Services to verify that Buyer's use of the Services does not exceed the usage limits specified in the Order and the Documentation. This audit may take place physically on Buyer's premises, or remotely, at Supplier's option, and Supplier may deploy reasonable online audit tools for these purposes.

Fees

Fees

The Buyer shall pay all the Fees identified on the Order. Unless agreed otherwise in the Order:

• The Fee is based upon the purchased Subscription, for the Term, and not on usage of the Software.
• The Fee is non-cancellable and non-refundable.

Taxes

All Fees are exclusive of taxes (including VAT, levies, withholding tax or duties), which may be chargeable on such Fees. If Buyer is located in a jurisdiction which requires Buyer to deduct or withhold taxes or other amounts from any amounts due to Supplier, please notify Supplier, in writing, promptly.

Currency

Unless indicated otherwise, Fees are stated in US dollars ($) Buyer hereby authorises the Supplier, either directly or through its payment processing service, to charge such Fees via Buyer's selected payment method, upon due date.

Change In Fee

Supplier reserves the right to change the Fees at any time, upon notice to Buyer. Any changes to the Fees shall be effective in the Subscription Period following Supplier's notice to Buyer provided that Supplier has provided you with at least fifteen (15) days' prior notice of such change. In the event of failure to collect the Fees owed by Buyer, the Supplier may, at its sole discretion (but shall not be obligated to) retry to collect at a later time, and/or suspend or cancel the Subscription, without notice.

Subscription Upgrade

During the Subscription Term, Buyer may upgrade its Subscription by either: (i) upgrading to a higher type of Subscription plan; (ii) adding add-on features and functionalities; and/or (iii) upgrading to a longer Term (collectively, "Subscription Upgrades"). Some Subscription Upgrades or other changes may be considered as a new purchase, hence will restart the Term and some won't, as indicated within the Service and/or the Order. Upon a Subscription Upgrade, the Buyer will be billed for the applicable increased amount of Fees, at Supplier's then-current rates (unless indicated otherwise in an Order), either: (1) prorated for the remainder of the then-current Term, or (2) whenever the Term is being restarted due to the Subscription Upgrade, then the Fees already paid by Buyer will be reduced from the new upgraded Fees, and the difference shall be due and payable by Buyer upon the date on which the Subscription Upgrade was made.

Intellectual Property Rights

IPR Ownership

Buyer acknowledges and agrees that:

• All intellectual property rights in the Software, the SaaS Services, the Support Services and the Documentation belong solely and exclusively to the Supplier.
• The Buyer has no rights in, or to, the Software, SaaS Services, the Support Services or the Documentation other than the right to use them in accordance with the terms of this Agreement. Nothing in this Agreement will be construed or interpreted as granting to Buyer any rights of ownership or any other proprietary rights in or to the Software, the Support Services and the Documentation.

Grant To Buyer

Supplier hereby grants to Buyer (subject to payment of the Fee), during the Term, a revocable, non-exclusive, worldwide license to use the SaaS Services for internal business operations only.

Grant To Supplier

Buyer hereby grants to Supplier during the Subscription Term, a limited, revocable, non-transferable, non-exclusive, royalty-free, non-sublicensable licence to collect, use, store, share and process Customer Data as necessary to provide the SaaS Services. For the avoidance of doubt, Supplier shall be entitled to use aggregated anonymised data in relation to Buyer's use of the SaaS Services for Supplier's business purposes, including providing aggregated data on the performance of the SaaS Services.

Source Code

Buyer acknowledges that it has no right to access to the Software in source code form.

Feedback

To the extent that the Buyer provides feedback on the Software (including suggestions, ideas, enhancement requests or recommendations) ("Feedback"). Supplier may use and incorporate Feedback in Supplier's products and services without compensation or accounting to Buyer, provided that neither Supplier nor its use of the Feedback identifies Buyer as the source of such Feedback, unless consent is provided in writing to the Supplier. Feedback is not confidential to Buyer. Buyer will have no obligation to provide Feedback, and all Feedback is provided by Buyer "as is" and without warranty of any kind.

Infringement

Buyer shall notify Supplier in writing immediately if it reasonably suspects that its use of the Software, the SaaS Services, the Support Services and the Documentation infringes the intellectual property rights of a third party.

Updates, Upgrades, Maintenance and Support

The Supplier may, from time to time, improve, modify or make changes to the SaaS Services and Documentation to:

• Improve, update or upgrade existing functionality or services;
• introduce new functionality or services;
• reflect changes to technology or market practice; or
• ensure that the Software remains compliant with all Applicable Laws.

Supplier will provide Buyer will reasonable advance electronic notice of modifications to the functionality of the SaaS Services.

If the modification materially degrades the SaaS Services and Supplier does not provide equivalent functionality, Buyer may terminate its Subscription to the affected SaaS Services in accordance with Section 10.2. If Supplier does not receive timely notice, Buyer is deemed to have accepted the modification.

The Buyer hereby acknowledge that its purchase of the SaaS Services is not contingent on the delivery by the Supplier of any future release of any functionality or feature, including without limitation, the continuance of a certain SaaS Services beyond its current Term.

Limited Warranty and Disclaimer

SaaS Services

Supplier represents and warrants to Buyer that: (a) the SaaS Services will conform, in all material respects, to the Documentation during the Term of the Subscription; (b) Software, or a component of a Software, provisioned for deployment in the Buyer's computing environment will not contain any automatic shut-down, lockout, "time bomb" or similar mechanisms that could interfere with Buyer's exercise of its rights under this Agreement; (c) Supplier will use industry standard practices designed to detect and protect the Software against any viruses, "Trojan horses", "worms", spyware, adware or other harmful code designed or used for unauthorised access to or use, disclosure, modification or destruction of information within the Software or interference with or harm to the operation of the Software or any systems, networks or data, including as applicable scanning the Software for malware and other security vulnerabilities and with up to date scanning software or service prior to making the Software (including any Software provided through Support Services) available to Buyer, and scanning the Software or component on a regular basis; and (d) the Software, and Buyer's use thereof as permitted under this Agreement, will not be subject to any license or other terms that require that any software, documentation, information or other materials integrated, networked or used by Buyer with the Software, in whole or in part, be disclosed or distributed in source code form, be licensed for the purpose of making derivative works, or be redistributable at no charge.

Support Services

Supplier represents and warrants that any Support Services will be performed in a professional manner with a level of care, skill and diligence performed by experienced and knowledgeable professionals in the performance of similar services and in accordance with the Specification and Documentation.

Good Industry Practices

Supplier warrants that it will provide the SaaS Service:

• in substantial conformance with the Documentation; and
• with the degree of skill and care reasonably expected from a skilled and experienced supplier of services substantially similar to the nature and complexity of the SaaS Services.

Remedy

Buyer's sole and exclusive remedies and Supplier's entire liability for breach of the warranty under Sections 7.1, 7.2 and 7.3 will be:

• correction of the deficient SaaS Service; and
• if Supplier fails to correct the deficient SaaS Services, Buyer may terminate its subscription for the affected SaaS Services.

System Availability

• Supplier warrants to maintain an average monthly system availability for the production system of the Cloud Service as defined in the applicable Service Level Agreement set out at clause 7.6 ("SLA"). Supplier may amend its SLA on no less than sixty (60) days' written notice to Buyer.
• Scheduled Maintenance, defined as periodic maintenance performed by the Supplier to conduct repairs, add new features, or enhance existing ones, is expressly excluded from system unavailability calculations. The Supplier will exercise commercially reasonable efforts to minimise both the frequency and the duration and impact of any scheduled maintenance. The Supplier will communicate the dates and times for Scheduled Maintenance to the Buyer in advance of its occurrence.

Service Level Agreement

• The Supplier commits to ensuring that the SaaS Services will be available for at least 99% of the time during each calendar month (the "Service Level Target"). The SaaS Services are considered "Unavailable" when the core functionality of the service (as described in the Documentation) is not accessible and operational for the Buyer, excluding periods of Scheduled Maintenance.
• Notwithstanding the foregoing, unavailability of the SaaS Services shall not include any instances caused by:
  • Factors outside the Supplier's reasonable control, including but not limited to, Force Majeure events (e.g., acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor or materials)
  • Any act or omission by the Buyer or its employees, agents, contractors, or vendors, including but not limited to, Buyer's equipment, software, or network
  • Third-party services or infrastructure not provided by the Supplier (e.g., internet service provider failures, public cloud provider outages not directly attributable to the Supplier's application layer)
  • Buyer's failure to comply with the terms of the Agreement, including payment obligations
  • Scheduled Maintenance, as defined in Section 7.5.

Service Credits

• If the Service Levels fall below the Service Level Target in a Calendar Month, the Buyer may be eligible for a 10% Service Credit. Service Credits are calculated based on the monthly fees paid by the Buyer for the specific SaaS Services affected during the calendar month in which the Service Level Target was not met and will be applied against the next invoice due from the Buyer.
• Buyer's sole and exclusive remedy for Supplier's breach of the SLA is the issuance of a credit in the amount described in the SLA. Buyer will follow Supplier's posted credit claim procedure. When the validity of the service credit is confirmed by Supplier in writing (email permitted), Buyer may apply the credit to a future invoice for the SaaS Services or request a refund for the amount of the credit if no future invoice is due.

Disclaimer

Notwithstanding anything in these terms or elsewhere to the contrary and to the fullest extent permitted by applicable laws:

• Except as otherwise stated in this Agreement, the Services (including the SaaS Services) are provided on an "as is", "with all faults" and "as available" basis, and without warranties of any kind.
• Except for the warranties specified in this Agreement, Supplier nor its Affiliates or Subcontractors makes any representation or warranties, either express or implied, including, but not limited to, any implied warranties of merchantability or fitness for a particular purpose, regarding the Software, Documentation, Support Services and Supplier hereby disclaims to the maximum extent permitted by law all other warranties, representations, terms, conditions or statement, whether express or implied, including without limitation, warranties of merchantability, fitness for a particular purpose and noninfringement. Supplier does not warrant that the SaaS Services, Software or Support Services will meet Buyer's requirements; or that the operation of the SaaS Services will be uninterrupted or error free. Further, except as expressly provided in this Agreement, neither Supplier nor its Affiliates nor Subcontractors make any representations, warranties, terms, conditions or statements of non-infringement or results to be derived from the use of or integration with any products or services provided under the Agreement, or that the operation of any products or services will be secure, uninterrupted or error free. Buyer agrees that it is not relying on delivery of future functionality, public comments or advertising of Supplier or product roadmaps in obtaining subscriptions for any Cloud Service.

Limitation of warranties

Supplier will have no liability or obligation with respect to any warranty to the extent attributable to any: (a) use of the Software by Buyer in violation of this Agreement or Applicable Laws; (b) modifications to the Software or Documentation not provided by Supplier or its Personnel; (c) use by Buyer of SaaS Services in conflict with the Documentation, to the extent that such nonconformity would not have occurred absent such use or modification by Buyer.

Power and Authority

Each Party represents and warrants to the other Party that: (a) it has full power and authority to enter in and perform this Agreement and that the execution and delivery of this Agreement has been duly authorised; and (b) this Agreement and such Party's performance hereunder will not breach any other agreement to which the Party is a party or is bound or violate any obligation owed by such Party to any third party

High risk activities

The Software is not designed or developed for use in highrisk, hazardous environments requiring fail-safe performance, including without limitation in the operation of nuclear facilities, aircraft navigation or control systems, air traffic control, or weapons systems, or any other application in which the failure of the Software could lead to severe physical or environmental damages ("High Risk Activities"). Buyer will not use the Product for any High Risk Activities.

Limitation of Liability

Buyer acknowledges that the Software has not been developed to meet Buyer's individual requirements, including any particular cybersecurity requirements Buyer might be subject to under law or otherwise, and that it is therefore Buyer's responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet Buyer's requirements.

Supplier shall not in any circumstances whatever be liable to Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement for:

• loss of profits, sales, business, or revenue;
• business interruption;
• loss of anticipated savings;
• wasted expenditure;
• loss or corruption of data or information;
• loss of business opportunity, goodwill or reputation,
• and in each case, irrespective of whether any of the aforementioned losses, costs or expenses are direct or indirect, any special, indirect or consequential loss, damage, charges or expenses,
• in each case whether such loss is based in contract, tort or other legal theory, even if advised of the possibility of such loss.

Other than the losses set out in Section 8.2 (for which Supplier are not liable), Supplier's maximum aggregate liability under or in connection with this Agreement whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 100% of the Fee paid in the preceding 3 month period.

Nothing in this Agreement shall limit or exclude either party's liability for:

• death or personal injury resulting from negligence;
• fraud or fraudulent misrepresentation;
• any other liability that cannot be excluded or limited by English law.

This Agreement sets out the full extent of Supplier's obligations and liabilities in respect of the supply of the Software and Documentation. Except as expressly stated in this Agreement, there are no conditions, warranties, representations or other terms, express or implied, that are binding on Supplier. Any condition, warranty, representation or other term concerning the supply of the Software and Documentation which might otherwise be implied into, or incorporated in, this Agreement whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

Indemnification

Buyer hereby agrees to indemnify, defend and hold harmless Supplier and its affiliates, officers, directors, employees and agents from and against any and all claims, damages, obligations, liabilities, losses, reasonable expenses or cost (collectively, "Losses") incurred as a result of any claim or dispute arising from:

• Buyer's, breach of this Agreement or Applicable Laws; and
• Buyer Data, including the use of Buyer Data by Supplier and/or any of its subcontractors, infringes or violates, any third party's rights, including, without limitation, intellectual property, privacy and/or publicity rights.

Termination

Supplier may terminate this Agreement immediately by written notice to Buyer if:

• Buyer commits a material or persistent breach of this Agreement which Buyer fails to remedy (if remediable) within fourteen (14) days after the service of written notice requiring Buyer to do so; or
• AWS suspends or terminates Buyer's or Supplier's use of AWS services necessary to use or provide (as the context requires) the SaaS Services; or
• Buyer fails to pay the Fee.

Each party may terminate this Agreement for convenience at any time during the Term. If either party exercises its right pursuant to this Section 10.2, this Agreement shall terminate at the end of the then current Subscription Period.

On termination for any reason:

• all rights granted to Buyer under this Agreement, including the Subscription, shall immediately cease;
• Buyer must immediately cease all activities authorised by this Agreement.

It is Buyer's sole responsibility and liability to export the Buyer Data prior to such termination or expiration of the Agreement.

Communications

Supplier may update the terms of this Agreement at any time on notice to Buyer in accordance with this Section 11. Buyer's continued use of the Software and Documentation following the deemed receipt and service of the notice under Section 11.3 shall constitute Buyer's acceptance to the terms of this Agreement, as varied. If Buyer does not wish to accept the terms of the Agreement (as varied) Buyer must immediately stop using and accessing the Software and Document on the deemed receipt and service of the notice.

If Supplier has to contact Buyer, Supplier will do so by email or by pre-paid post to the address Buyer provided in accordance with Buyer's registration of the Software.

Note that any notice:

• given by Supplier to Buyer will be deemed received and properly served twenty-four (24) hours after it is first posted on Supplier's website, twenty-four (24) hours after an email is sent, or three (3) days after the date of posting of any letter; and
• given by Buyer to Supplier will be deemed received and properly served twenty-four 24 hours after an email is sent, or three (3) days after the date of posting of any letter.

In proving the service of any notice, it will be sufficient to prove:

• in the case of posting on Supplier's website, that the website was generally accessible to the public for a period of twenty-four (24) hours after the first posting of the notice;
• in the case of a letter, that such letter was properly addressed, stamped and placed in the post to the address of the recipient given for these purposes; and
• in the case of an email, that such email was sent to the email address of the recipient given for these purposes.

Events Outside Our Control

Supplier will not be liable or responsible for any failure to perform, or delay in performance of, any of Supplier's obligations under this Agreement that is caused by an Event Outside Our Control.

If an Event Outside Our Control takes place that affects the performance of Supplier's obligations under this Agreement:

• Supplier's obligations under this Agreement will be suspended and the time for performance of Supplier's obligations will be extended for the duration of the Event Outside Our Control; and
• Supplier will use its reasonable endeavours to find a solution by which Supplier's obligations under this Agreement may be performed despite the Event Outside Our Control.

Data Protection

Buyer and Supplier shall comply with Data Protection Legislation at all times during the Term.

Under Data Protection Legislation, Supplier is required to provide Buyer with certain information about who the Supplier is, how Supplier processes the personal data of those individuals who use the Software and the Documentation and for what purposes and those individuals' rights in relation to their personal data and how to exercise them. This information is provided in Supplier's privacy policy (https://www.mistral-data.com/privacy-policy/) and it is important that Buyer reads that information

Confidentiality

In this Section:

• Confidential Information shall mean information disclosed to the receiving party or which it obtains in relation to the other party which is of a confidential nature, including all technical or commercial know-how, specifications, inventions, processes, trade secrets, business affairs, initiatives, data, employee data or Buyer data and the terms of this Agreement.
• Government Authority means any UK national, European Union, state or local government, any political subdivision thereof or any governmental, quasi-governmental, judicial, public or statutory instrumentality, administrative agency, authority, body or other similar entity.

The provisions of this Agreement shall remain confidential between the parties. Neither party shall without the other's written consent use any Confidential Information in any medium whatsoever (including but not limited to documents, disks, information stored electronically or transmitted orally) relating to the other's business affairs (save as is necessary to enable it to perform the Contract), or disclose it to any third party except to the disclosing party's own professional representatives or advisers and, in the case of Buyer, other members of Buyer's corporate group and any Governmental Authority on a confidential basis or as required by law.

No Additional Terms

Other than in respect of any additional terms imposed by Buyer purchasing Subscriptions via AWS Marketplace, no shrink-wrap, click-acceptance or other terms and conditions outside this Agreement ("Additional Terms") will be binding on Buyer, even if use of the Software, or any part thereof, requires an affirmative "acceptance" of such Additional Terms before access to or use of the Software, or any part thereof, is permitted. All such Additional Terms will be of no force or effect and will be deemed rejected by Buyer in their entirety. For clarity, the Documentation is not Additional Terms subject to this clause.

Other Important Terms

Assignment

• Supplier may assign or transfer its rights and obligations under this Agreement to another organisation, but this will not affect Buyer's rights or Supplier's obligations under this Agreement.
• Buyer may not assign or transfer its rights or its obligations under this Agreement to another person without Supplier's prior written approval.

Entire Agreement

This Agreement and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter.

Reliance

Buyer acknowledges that in entering into this Agreement Buyer 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 this Agreement or any document expressly referred to in it.

Statements

Buyer agrees that Buyer shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement or any document expressly referred to in it.

Waiver

A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. The delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

Invalidity

If any provision of the Agreement is held to be wholly or in part invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of the Agreement and this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein.

Applicable Laws

Supplier and Buyer shall comply with Applicable Laws in the performance of this Agreement and neither party shall allow, take or omit any action that would place the other party in breach of any Applicable Laws.

Cloud Services

The Supplier, at its sole discretion, may restrict or block access to the Cloud Service from any geopolitical region or zone where it identifies a risk to the security, integrity, or delivery of the services, or to ensure compliance with its legal and regulatory obligations.

Subcontracting

Supplier may subcontract parts of the SaaS Services to third parties.

Third Party Rights

Notwithstanding any other provision in this Agreement, nothing in this Agreement shall create or confer (whether expressly or by implication) any rights or other benefits whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise in favour of any person not a party hereto.

Severability

Each Section of this Agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining Sections will remain in full force and effect.

Law and Jurisdiction

This Agreement, its subject matter and its formation (including any non-contractual disputes or claims) are governed by English law.

Both parties irrevocably agree to the sole and exclusive jurisdiction of the courts of England and Wales.