SUBSCRIPTION AGREEMENT

THIS SUBSCRIPTION AGREEMENT GOVERNS CUSTOMER’S ACQUISITION AND USE OF Scalerp SERVICES.
CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.
IF CUSTOMER REGISTERS FOR A FREE TRIAL OF SCALERP SERVICES OR FOR FREE SERVICES, THE APPLICABLE
PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL OR THOSE FREE SERVICES.
BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER
FORM THAT REFERENCES THIS AGREEMENT, OR (3) USING FREE SERVICES, CUSTOMER 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
“CUSTOMER” 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.
The Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other
benchmarking or competitive purposes.
Scalerp’s direct competitors are prohibited from accessing the Services, except with Scalerp’s prior written consent.
This Agreement was last updated on September 01, 2021. It is effective between Customer and Scalerp as of the date of Customer’s
accepting this Agreement (the “Effective Date”).
1. DEFINITIONS
“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.
“Agreement” means this Subscription Agreement.
“Beta Services” means Scalerp services or functionality that may be made available to Customer to try at its option at no
additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or
by a similar description.
“Content” means information obtained by Scalerp from publicly available sources or its third-party content providers and made
available to Customer through the Services, Beta Services or pursuant to an Order Form, as more fully described in the
Documentation.
“Customer” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the
case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity
for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain
Affiliates) which have entered into Order Forms.
“Customer Data” means electronic data and information submitted by or for Customer to the Services, excluding Content and
Non-Scalerp Applications.
“Documentation” means the applicable Service’s Trust and Compliance documentation at
https://trust.Scalerp.com/en/trust-and-compliance-documentation/ and its usage guides and policies, as updated from time to
time, accessible via help.Scalerp.com or login to the applicable Service.
“Free Services” means Services that Scalerp makes available to Customer free of charge. Free Services exclude Services offered
as a free trial and Purchased Services.
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms,
time bombs and Trojan horses.
“Marketplace” means an online directory, catalog or marketplace of applications that interoperate with the Services, including,
for example, the AppExchange at http://www.Scalerp.com/appexchange, Mulesoft Anypoint Exchange at
https://www.mulesoft.com/exchange, or the Heroku Elements Marketplace at https://elements.heroku.com/, and any successor
websites.
“Non-Scalerp Application” means Web-based, mobile, offline or other software functionality that interoperates with a Service,
that is provided by Customer or a third party and/or listed on a Marketplace including as Scalerp Labs or under similar
designation. Non-Scalerp Applications, other than those obtained or provided by Customer, will be identifiable as such.
“Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into
between Customer and Scalerp or any of their Affiliates, including any addenda and supplements thereto. By entering into an
Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
“Purchased Services” means Services that Customer or Customer’s Affiliate purchases under an Order Form or online
purchasing portal, as distinguished from Free Services or those provided pursuant to a free trial.
“Services” means the products and services that are ordered by Customer under an Order Form or online purchasing portal, or
provided to Customer free of charge (as applicable) or under a free trial, and made available online by Scalerp, including
associated Scalerp offline or mobile components, as described in the Documentation. “Services” exclude Content and
Non-Scalerp Applications.
“Scalerp” means the Scalerp.com company described in the “Scalerp Contracting Entity, Notices, Governing Law, and Venue”
section below.
“User” means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an
individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by Customer
to use a Service, for whom Customer has purchased a subscription (or in the case of any Services provided by Scalerp without
charge, for whom a Service has been provisioned), and to whom Customer (or, when applicable, Scalerp at Customer’s request)
has supplied a user identification and password (for Services utilizing authentication). Users may include, for example,
employees, consultants, contractors and agents of Customer, and third parties with which Customer transacts business.
2. Scalerp RESPONSIBILITIES
2.1 Provision of Purchased Services. Scalerp will (a) make the Services and Content available to Customer pursuant to this
Agreement, and the applicable Order Forms and Documentation, (b) provide applicable Scalerp standard support for the
Purchased Services to Customer at no additional charge, and/or upgraded support if purchased, (c) use commercially reasonable
efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of
which Scalerp shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond Scalerp’s
reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror,
strike or other labor problem (other than one involving Scalerp employees), Internet service provider failure or delay, Non-Scalerp
Application, or denial of service attack, and (d) provide the Services in accordance with laws and government regulations
applicable to Scalerp’s provision of its Services to its customers generally (i.e., without regard for Customer’s particular use of
the Services), and subject to Customer’s and Users’ use of the Services in accordance with this Agreement, the Documentation
and the applicable Order Form.
2.2 Protection of Customer Data. Scalerp will maintain appropriate administrative, physical, and technical safeguards for
protection of the security, confidentiality and integrity of Customer Data, as described in the Documentation. Those safeguards
will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data
(other than by Customer or Users). The terms of the data processing addendum at
https://www.Scalerp.com/company/legal/agreements.jsp (“DPA”) posted as of the Effective Date are hereby incorporated by
reference. To the extent Personal Data from the European Economic Area (EEA), the United Kingdom and Switzerland are
processed by Scalerp, its Processor Binding Corporate Rules,, and/or the Standard Contractual Clauses shall apply, as further set
forth in the DPA. For the purposes of the Standard Contractual Clauses, Customer and its applicable Affiliates are each the data
exporter, and Customer’s acceptance of this Agreement, and an applicable Affiliate’s execution of an Order Form, shall be
treated as its execution of the Standard Contractual Clauses and Appendices. Upon request by Customer made within 30 days
after the effective date of termination or expiration of this Agreement, Scalerp will make Customer Data available to Customer
for export or download as provided in the Documentation. After such 30-day period, Scalerp will have no obligation to maintain
or provide any Customer Data, and as provided in the Documentation will thereafter delete or destroy all copies of Customer
Data in its systems or otherwise in its possession or control, unless legally prohibited.
2.3 Scalerp Personnel. Scalerp will be responsible for the performance of its personnel (including its employees and contractors) and
their compliance with Scalerp’s obligations under this Agreement, except as otherwise specified in this Agreement.
2.4 Beta Services. From time to time, Scalerp may make Beta Services available to Customer at no charge. Customer may choose to
try such Beta Services or not in its sole discretion. Any use of Beta Services is subject to the Beta Services terms at
https://www.Scalerp.com/company/legal/agreements.jsp.
2.5 Free Trial. If Customer registers on Scalerp’s or an Affiliate’s website for a free trial, Scalerp will make the applicable Service(s)
available to Customer on a trial basis free of charge until the earlier of (a) the end of the free trial period for which Customer
registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by Customer for
such Service(s), or (c) termination by Scalerp in its sole discretion. Additional trial terms and conditions may appear on the trial
registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are
legally binding.
ANY DATA CUSTOMER ENTERS INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES
BY OR FOR CUSTOMER, DURING CUSTOMER’S FREE TRIAL WILL BE PERMANENTLY LOST UNLESS
CUSTOMER PURCHASES A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL,
PURCHASES APPLICABLE UPGRADED SERVICES, OR EXPORTS SUCH DATA, BEFORE THE END OF THE TRIAL
PERIOD. CUSTOMER CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE
TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL (E.G., FROM
ENTERPRISE EDITION TO PROFESSIONAL EDITION); THEREFORE, IF CUSTOMER PURCHASES A SERVICE
THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, CUSTOMER MUST EXPORT
CUSTOMER DATA BEFORE THE END OF THE TRIAL PERIOD OR CUSTOMER DATA WILL BE PERMANENTLY
LOST.
NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS”
SECTION AND “INDEMNIFICATION BY SCALERP ” SECTION BELOW, DURING THE FREE TRIAL THE SERVICES ARE
PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND SCALERP SHALL HAVE NO INDEMNIFICATION OBLIGATIONS
NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE SERVICES FOR THE FREE TRIAL PERIOD UNLESS SUCH
EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE SCALERP’S
LIABILITY WITH RESPECT TO THE SERVICES PROVIDED DURING THE FREE TRIAL SHALL NOT EXCEED
$1,000.00. WITHOUT LIMITING THE FOREGOING, SCALERP AND ITS AFFILIATES AND ITS LICENSORS DO NOT
REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF THE SERVICES DURING THE FREE
TRIAL PERIOD WILL MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S USE OF THE SERVICES DURING
THE FREE TRIAL PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C)
USAGE DATA PROVIDED DURING THE FREE TRIAL PERIOD WILL BE ACCURATE. NOTWITHSTANDING
ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE
FULLY LIABLE UNDER THIS AGREEMENT TO SCALERP AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT
OF CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD, ANY BREACH BY CUSTOMER OF
THIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.
CUSTOMER SHALL REVIEW THE APPLICABLE SERVICE’S DOCUMENTATION DURING THE TRIAL PERIOD TO
BECOME FAMILIAR WITH THE FEATURES AND FUNCTIONS OF THE SERVICES BEFORE MAKING A
PURCHASE.
2.6 Free Services. Scalerp may make Free Services available to Customer. Use of Free Services is subject to the terms and
conditions of this Agreement. In the event of a conflict between this section and any other portion of this Agreement, this
section shall control. Free Services are provided to Customer without charge up to certain limits as described in the
Documentation. Usage over these limits requires Customer’s purchase of additional resources or services. Customer agrees that
Scalerp, in its sole discretion and for any or no reason, may terminate Customer’s access to the Free Services or any part thereof.
Customer agrees that any termination of Customer’s access to the Free Services may be without prior notice, and Customer
agrees that Scalerp will not be liable to Customer or any third party for such termination. Customer is solely responsible for
exporting Customer Data from the Free Services prior to termination of Customer’s access to the Free Services for any reason,
provided that if Scalerp terminates Customer’s account, except as required by law Scalerp will provide Customer a reasonable
opportunity to retrieve its Customer Data.
NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS”
SECTION AND “INDEMNIFICATION BY SCALERP ” SECTION BELOW, THE FREE SERVICES ARE PROVIDED “AS-IS”
WITHOUT ANY WARRANTY AND Scalerp SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY
OF ANY TYPE WITH RESPECT TO THE FREE SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT
ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE SCALERP’S LIABILITY WITH RESPECT TO THE FREE
SERVICES SHALL NOT EXCEED $1,000.00. WITHOUT LIMITING THE FOREGOING, SCALERP AND ITS AFFILIATES
AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF THE
FREE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S USE OF THE FREE SERVICES
WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED
THROUGH THE FREE SERVICES WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS
AGREEMENT TO Scalerp AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE
FREE SERVICES, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’S
INDEMNIFICATION OBLIGATIONS HEREUNDER.
3. USE OF SERVICES AND CONTENT
3.1 Subscriptions. Unless otherwise provided in the applicable Order Form or Documentation, (a) Purchased Services and access
to Content are purchased as subscriptions for the term stated in the applicable Order Form or in the applicable online
purchasing portal, (b) subscriptions for Purchased Services may be added during a subscription term at the same pricing as the
underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are
added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions. Customer agrees that its
purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public
comments made by Scalerp regarding future functionality or features.
3.2 Usage Limits. Services and Content are subject to usage limits specified in Order Forms and Documentation. If Customer
exceeds a contractual usage limit, Scalerp may work with Customer to seek to reduce Customer’s usage so that it conforms to
that limit. If, notwithstanding Scalerp’s efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer
will execute an Order Form for additional quantities of the applicable Services or Content promptly upon Scalerp’s request,
and/or pay any invoice for excess usage in accordance with the “Invoicing and Payment” section below.
3.3 Customer Responsibilities. Customer will (a) be responsible for Users’ compliance with this Agreement, Documentation and
Order Forms, (b) be responsible for the accuracy, quality and legality of Customer Data, the means by which Customer
acquired Customer Data, Customer’s use of Customer Data with the Services, and the interoperation of any Non-Scalerp
Applications with which Customer uses Services or Content, (c) use commercially reasonable efforts to prevent unauthorized
access to or use of Services and Content, and notify Scalerp promptly of any such unauthorized access or use, (d) use Services
and Content only in accordance with this Agreement, Documentation, the Acceptable Use and External Facing Services Policy
at https://www.Scalerp.com/company/legal/agreements.jsp, Order Forms and applicable laws and government regulations,
and (e) comply with terms of service of any Non-Scalerp Applications with which Customer uses Services or Content. Any use
of the Services in breach of the foregoing by Customer or Users that in Scalerp’s judgment threatens the security, integrity or
availability of Scalerp’s services, may result in Scalerp’s immediate suspension of the Services, however Scalerp will use
commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such
violation or threat prior to any such suspension.
3.4 Usage Restrictions. Customer will not (a) make any Service or Content available to anyone other than Customer or Users, or
use any Service or Content for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in
an Order Form or the Documentation, (b) sell, resell, license, sublicense, distribute, rent or lease any Service or Content, or
include any Service or Content in a service bureau or outsourcing offering, (c) use a Service or Non-Scalerp Application to store
or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of
third-party privacy rights, (d) use a Service or Non-Scalerp Application to store or transmit Malicious Code, (e) interfere with or
disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access
to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Services or
Content in a way that circumvents a contractual usage limit, or use any Services to access, copy or use any of Scalerp intellectual
property except as permitted under this Agreement, an Order Form, or the Documentation, (h) modify, copy, or create
derivative works of a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein
or in an Order Form or the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on
Customer’s own intranets or otherwise for its own internal business purposes or as permitted in the Documentation, (k) except
to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or Content or access it to (1)
build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the
Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the
scope of any patent.
3.5 Removal of Content and Non-Scalerp Applications. If Customer receives notice, including from Scalerp, that Content or a
Non-Scalerp Application may no longer be used or must be removed, modified and/or disabled to avoid violating applicable law,
third-party rights, or the Acceptable Use and External Facing Services Policy, Customer will promptly do so. If Customer does
not take required action, including deleting any Content Customer may have downloaded from the Services, in accordance with
the above, or if in Scalerp’s judgment continued violation is likely to reoccur, Scalerp may disable the applicable Content, Service
and/or Non-Scalerp Application. If requested by Scalerp, Customer shall confirm deletion and discontinuance of use of such
Content and/or Non-Scalerp Application in writing and Scalerp shall be authorized to provide a copy of such confirmation to any
such third-party claimant or governmental authority, as applicable. In addition, if Scalerp is required by any third-party rights
holder to remove Content, or receives information that Content provided to Customer may violate applicable law or third-party
rights, Scalerp may discontinue Customer’s access to Content through the Services.
4. NON-Scalerp PRODUCTS AND SERVICES
4.1 Non-Scalerp Products and Services. Scalerp or third parties may make available (for example, through a Marketplace or
otherwise) third-party products or services, including, for example, Non-Scalerp Applications and implementation and other
consulting services. Any acquisition by Customer of such products or services, and any exchange of data between Customer
and any Non-Scalerp provider, product or service is solely between Customer and the applicable Non-Scalerp provider. Scalerp
does not warrant or support Non-Scalerp Applications or other Non-Scalerp products or services, whether or not they are
designated by Scalerp as “certified” or otherwise, unless expressly provided otherwise in an Order Form. Scalerp is not
responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Non-Scalerp
Application or its provider.
4.2 Integration with Non-Scalerp Applications. The Services may contain features designed to interoperate with Non-Scalerp
Applications. Scalerp cannot guarantee the continued availability of such Service features, and may cease providing them
without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a
Non-Scalerp Application ceases to make the Non-Scalerp Application available for interoperation with the corresponding Service
features in a manner acceptable to Scalerp.
5. FEES AND PAYMENT
5.1 Fees. Customer will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees
are based on Services and Content subscriptions purchased and not actual usage, (ii) payment obligations are non- cancelable
and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.
5.2 Invoicing and Payment. Customer will provide Scalerp with valid and updated credit card information, or with a valid purchase
order or alternative document reasonably acceptable to Scalerp. If Customer provides credit card information to Scalerp,
Customer authorizes Scalerp to charge such credit card for all Purchased Services listed in the Order Form for the initial
subscription term and any renewal subscription term(s) as set forth in the “Term of Purchased Subscriptions” section below.
Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the
applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, Scalerp will
invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order
Form, invoiced fees are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate
billing and contact information to Scalerp and notifying Scalerp of any changes to such information.
5.3 Overdue Charges. If any invoiced amount is not received by Scalerp by the due date, then without limiting Scalerp’s rights or
remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum
rate permitted by law, whichever is lower, and/or (b) Scalerp may condition future subscription renewals and Order Forms on
payment terms shorter than those specified in the “Invoicing and Payment” section above.
5.4 Suspension of Service and Acceleration. If any charge owing by Customer under this or any other agreement for services is
30 days or more overdue, (or 10 or more days overdue in the case of amounts Customer has authorized Scalerp to charge to
Customer’s credit card), Scalerp may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee
obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until
such amounts are paid in full, provided that, other than for customers paying by credit card or direct debit whose payment has
been declined, Scalerp will give Customer at least 10 days’ prior notice that its account is overdue, in accordance with the
“Manner of Giving Notice” section below for billing notices, before suspending services to Customer.
5.5 Payment Disputes. Scalerp will not exercise its rights under the “Overdue Charges” or “Suspension of Service and
Acceleration” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating
diligently to resolve the dispute.
5.6 Taxes. Scalerp’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for
example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”).
Customer is responsible for paying all Taxes associated with its purchases hereunder. If Scalerp has the legal obligation to pay or
collect Taxes for which Customer is responsible under this section, Scalerp will invoice Customer and Customer will pay that
amount unless Customer provides Scalerp with a valid tax exemption certificate authorized by the appropriate taxing authority.
For clarity, Scalerp is solely responsible for taxes assessable against it based on its income, property and employees.
6. PROPRIETARY RIGHTS AND LICENSES
6.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, Scalerp, its Affiliates, its licensors and Content
Providers reserve all of their right, title and interest in and to the Services and Content, including all of their related intellectual
property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.
6.2 Access to and Use of Content. Customer has the right to access and use applicable Content subject to the terms of applicable
Order Forms, this Agreement and the Documentation.
6.3 License by Customer to Scalerp. Customer grants Scalerp, its Affiliates and applicable contractors a worldwide, limited-term
license to host, copy, use, transmit, and display any Non-Scalerp Applications and program code created by or for Customer
using a Service or for use by Customer with the Services, and Customer Data, each as appropriate for Scalerp to provide and
ensure proper operation of the Services and associated systems in accordance with this Agreement. If Customer chooses to use
a Non-Scalerp Application with a Service, Customer grants Scalerp permission to allow the Non-Scalerp Application and its
provider to access Customer Data and information about Customer’s usage of the Non-Scalerp Application as appropriate for the
interoperation of that Non-Scalerp Application with the Service. Subject to the limited licenses granted herein, Scalerp acquires no
right, title or interest from Customer or its licensors under this Agreement in or to any Customer Data, Non-Scalerp Application
or such program code.
6.4 License by Customer to Use Feedback. Customer grants to Scalerp and its Affiliates a worldwide, perpetual, irrevocable,
royalty-free license to use, distribute, disclose, and make and incorporate into its services any suggestion, enhancement request,
recommendation, correction or other feedback provided by Customer or Users relating to the operation of Scalerp’s or its
Affiliates’ services.
6.5 Federal Government End Use Provisions. Scalerp provides the Services, including related software and technology, for
ultimate federal government end use in accordance with the following: The Services consist of “commercial items,” as defined
at FAR 2.101. In accordance with FAR 12.211-12.212 and DFARS 227.7102-4 and 227.7202-4, as applicable, the rights of the
U.S. Government to use, modify, reproduce, release, perform, display, or disclose commercial computer software, commercial
computer software documentation, and technical data furnished in connection with the Services shall be as provided in this
Agreement, except that, for U.S. Department of Defense end users, technical data customarily provided to the public is
furnished in accordance with DFARS 252.227-7015. If a government agency needs additional rights, it must negotiate a
mutually acceptable written addendum to this Agreement specifically granting those rights.
7. CONFIDENTIALITY
7.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing
Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably
should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential
Information of Customer includes Customer Data; Confidential Information of Scalerp includes the Services and Content, and
the terms and conditions of this Agreement and all Order Forms (including pricing). Confidential Information of each party
includes business and marketing plans, technology and technical information, product plans and designs, and business
processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes
generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving
Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is
received from a third party without knowledge of any breach of any obligation owed to the Disclosing Party, or (iv) was
independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this
“Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of
additional Scalerp services.
7.2 Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its
Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its
own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the
Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing
Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees
and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality
agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than
those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its
Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any
such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or
accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, Scalerp may disclose the terms of
this Agreement and any applicable Order Form to a contractor or Non-Scalerp Application Provider to the extent necessary to
perform Scalerp’s obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein.
7.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent
compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to
the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest
the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of
a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the
Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that
Confidential Information.
8. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
8.1 Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
8.2 Scalerp Warranties. Scalerp warrants that during an applicable subscription term (a) this Agreement, the Order Forms and the
Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the
security, confidentiality and integrity of Customer Data, (b) Scalerp will not materially decrease the overall security of the
Services, (c) the Services will perform materially in accordance with the applicable Documentation, and (d) subject to the
“Integration with Non-Scalerp Applications” section above, Scalerp will not materially decrease the overall functionality of the
Services. For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” and
“Refund or Payment upon Termination” sections below.
8.3 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY
KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY
DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW. SERVICES PROVIDED FREE OF CHARGE, CONTENT AND BETA SERVICES ARE PROVIDED
“AS IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.
9. MUTUAL INDEMNIFICATION
9.1 Indemnification by Scalerp. Scalerp will defend Customer against any claim, demand, suit or proceeding made or brought
against Customer by a third party alleging that any Purchased Service infringes or misappropriates such third party’s intellectual
property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally
awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by Scalerp in writing of,
a Claim Against Customer, provided Customer (a) promptly gives Scalerp written notice of the Claim Against Customer, (b)
gives Scalerp sole control of the defense and settlement of the Claim Against Customer (except that Scalerp may not settle any
Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives Scalerp all reasonable
assistance, at Scalerp’s expense. If Scalerp receives information about an infringement or misappropriation claim related to a
Service, Scalerp may in its discretion and at no cost to Customer (i) modify the Services so that they are no longer claimed to
infringe or misappropriate, without breaching Scalerp’s warranties under “Scalerp Warranties” above, (ii) obtain a license for
Customer’s continued use of that Service in accordance with this Agreement, or (iii) terminate Customer’s subscriptions for that
Service upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the
terminated subscriptions. The above defense and indemnification obligations do not apply if (I) the allegation does not state
with specificity that the Services are the basis of the Claim Against Customer; (II) a Claim Against Customer arises from the
use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by Scalerp, if the
Services or use thereof would not infringe without such combination; (III) a Claim Against Customer arises from Services
under an Order Form for which there is no charge; or (IV) a Claim against Customer arises from Content, a Non-Scalerp
Application or Customer’s breach of this Agreement, the Documentation or applicable Order Forms.
9.2 Indemnification by Customer. Customer will defend Scalerp and its Affiliates against any claim, demand, suit or proceeding
made or brought against Scalerp by a third party (a) alleging that the combination of a Non-Scalerp Application or configuration
provided by Customer and used with the Services, infringes or misappropriates such third party’s intellectual property rights, or
(b) arising from (i) Customer’s use of the Services or Content in an unlawful manner or in violation of the Agreement, the
Documentation, or Order Form, (ii) any Customer Data or Customer’s use of Customer Data with the Services, or (iii) a
Non-Scalerp Application provided by Customer(each a “Claim Against Scalerp”), and will indemnify Scalerp from any damages,
attorney fees and costs finally awarded against Scalerp as a result of, or for any amounts paid by Scalerp under a settlement
approved by Customer in writing of, a Claim Against Scalerp, provided Scalerp (a) promptly gives Customer written notice of the
Claim Against Scalerp, (b) gives Customer sole control of the defense and settlement of the Claim Against Scalerp (except that
Customer may not settle any Claim Against Scalerp unless it unconditionally releases Scalerp of all liability), and (c) gives
Customer all reasonable assistance, at Customer’s expense. The above defense and indemnification obligations do not apply if a
Claim Against Scalerp arises from Scalerp’s breach of this Agreement, the Documentation or applicable Order Forms.
9.3 Exclusive Remedy. This “Mutual Indemnification” section states the indemnifying party’s sole liability to, and the indemnified
party’s exclusive remedy against, the other party for any third-party claim described in this section.
10. LIMITATION OF LIABILITY
10.1 Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH
ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT
PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY
IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE
FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS
OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES’ PAYMENT
OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.
10.2 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE
ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES,
GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR
PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY
OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.
THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
11. TERM AND TERMINATION
11.1 Term of Agreement. This Agreement commences on the date Customer first accepts it and continues until all subscriptions
hereunder have expired or have been terminated.
11.2 Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as
otherwise specified in an Order Form, subscriptions will automatically renew for additional one year terms, unless either party
gives the other written notice (email acceptable) at least 30 days before the end of the relevant subscription term. Except as
expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at Scalerp’s
applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in
which subscription volume or subscription length for any Services has decreased from the prior term will result in re-pricing at
renewal without regard to the prior term’s per-unit pricing.
11.3 Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material
breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition
in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
11.4 Refund or Payment upon Termination. If this Agreement is terminated by Customer in accordance with the “Termination”
section above, Scalerp will refund Customer any prepaid fees covering the remainder of the term of all Order Forms after the
effective date of termination. If this Agreement is terminated by Scalerp in accordance with the “Termination” section above,
Customer will pay any unpaid fees covering the remainder of the term of all Order Forms to the extent permitted by applicable
law. In no event will termination relieve Customer of its obligation to pay any fees payable to Scalerp for the period prior to the
effective date of termination.
11.5 Surviving Provisions. The sections titled “Free Services,” “Fees and Payment,” “Proprietary Rights and Licenses,”
“Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,”
“Removal of Content and Non-Scalerp Applications,” “Surviving Provisions” and “General Provisions” will survive any
termination or expiration of this Agreement, and the section titled “Protection of Customer Data” will survive any termination
or expiration of this Agreement for so long as Scalerp retains possession of Customer Data.
12. GENERAL PROVISIONS
12.1 Export Compliance. The Services, Content, other Scalerp technology, and derivatives thereof may be subject to export laws and
regulations of the United States and other jurisdictions. Scalerp and Customer each represents that it is not on any U.S.
government denied-party list. Customer will not permit any User to access or use any Service or Content in a U.S.-embargoed
country or region (currently Cuba, Iran, North Korea, Syria or Crimea) or in violation of any U.S. export law or regulation.
12.2 Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of
value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment
provided in the ordinary course of business do not violate the above restriction.
12.3 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between Scalerp and Customer regarding
Customer’s use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or
representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in a Customer
purchase order or in any other Customer order documentation (excluding Order Forms) is void. In the event of any conflict or
inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this
Agreement, and (3) the Documentation. Titles and headings of sections of this Agreement are for convenience only and shall
not affect the construction of any provision of this Agreement.
12.4 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise,
joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for
payment of all compensation owed to its employees, as well as all employment-related taxes.
12.5 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
12.6 Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
12.7 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision
will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
12.8 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise,
without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign
this Agreement in its entirety (including all Order Forms), without the other party’s consent to its Affiliate or in connection with
a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a
party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the
other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, Scalerp
will refund Customer any prepaid fees covering the remainder of the term of all subscriptions for the period after the effective
date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their
respective successors and permitted assigns.
12.9 Scalerp Contracting Entity, Notices, Governing Law, and Venue. The Scalerp entity entering into this Agreement, the address
to which Customer should direct notices under this Agreement, the law that will apply in any dispute or lawsuit arising out of or
in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where
Customer is domiciled.
If Customer is
domiciled in:
The Scalerp entity
entering into this
Agreement is:
Notices should be addressed to: Governing law is: Courts with
exclusive
jurisdiction are:
The United States of
America, Mexico or a
Country in Central or
South America or the
Caribbean
attn: Director, EMEA
Sales Operations, with a copy to
attn: Legal Department, Scalerp
UK Limited , Floor 26 Scalerp
Tower, 110 Bishopsgate, London,
EC2N 4AY, United Kingdom.
England London, England
A Country in Europe,
the Middle East or
Africa, other than
Scalerp Ireland Limited, a
limited liability company
incorporated in Ireland
Scalerp.com Sarl, Route de la
Longeraie 9, Morges, 1110,
Switzerland, attn: Director, EMEA
England London, England
12.10 Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in
writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of
termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of
sending by email. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer.
All other notices to Customer will be addressed to the relevant Services system administrator designated by Customer.
12.11 Agreement to Governing Law and Jurisdiction. Each party agrees to the applicable governing law above without regard to
choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.
12.12 Local Law Requirements: France.
With respect to Customers domiciled in France:
(1) in the event of any conflict between any statutory law in France applicable to Customer, and the terms and conditions of this
Agreement, the applicable statutory law shall prevail.
(2) a new Section 12.12.1 is added as follows:
12.12.1 PGSSI-S. To the extent Customer is subject to Article L.1111-8 (or any successor thereto) of the French public health
code (Code de la Santé Publique), Customer shall abide by the Global Information Security Policy for the Healthcare Sector
(PGSSI-S) pursuant to Article L.1110-4-1 (or any successor thereto) of the aforementioned code.
12.13 Local Law Requirements: Germany. With respect to Customers domiciled in Germany, Section 8 “REPRESENTATIONS,
WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS”, Section 9.3 “Exclusive Remedy”, and Section 10
“LIMITATION OF LIABILITY” of this Agreement are replaced with the following sections respectively:
8 WARRANTIES FOR CUSTOMERS DOMICILED IN GERMANY
8.1 Agreed Quality of the Services. Scalerp warrants that during an applicable subscription term (a) this Agreement, the Order
Forms and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for
protection of the security, confidentiality and integrity of Customer Data, (b) Scalerp will not materially decrease the overall
security of the Services, (c) the Services will perform materially in accordance with the applicable Documentation, and (d)
subject to the “Integration with Non-Scalerp Applications” section above, Scalerp will not materially decrease the overall
functionality of the Services.
8.2 Content. Scalerp is not designating or adopting Content as its own and assumes no warranty or liability for Content. The
parties agree that the “Reporting of Defects”, “Remedies resulting from Defects” and “Exclusions” section shall apply
accordingly to Scalerp’s responsibility in the event Scalerp is deemed responsible for Content by a court of competent jurisdiction.
8.3 Reporting of Defects. Customer shall report any deviation of the Services from the “Agreed Quality of the Services”
section (“Defect”) to Scalerp in writing without undue delay and shall submit a detailed description of the Defect or, if not
possible, of the symptoms of the Defect. Customer shall forward to Scalerp any useful information available to Customer for
rectification of the Defect.
8.4 Remedies resulting from Defects. Scalerp shall rectify any Defect within a reasonable period of time. If such rectification
fails, Customer may terminate the respective Order Form provided that Scalerp had enough time for curing the Defect. The
“Refund or Payment upon Termination” section, sentence and 1 and sentence 3 shall apply accordingly. If Scalerp is responsible
for the Defect or if Scalerp is in default with the rectification, Customer may assert claims for the damage caused in the scope
specified in the “Limitation of Liability” section below.
8.5 Defects in Title. Defects in title of the Services shall be handled in accordance with the provisions of Clause 9 “Mutual
Indemnification”.
8.6 Exclusions. Customer shall have no claims under this Clause 8 “Warranty” if a Defect was caused by the Services not being
used by Customer in accordance with the provisions of this Agreement, the Documentation and the applicable Order Forms.
9.3 Liability resulting from Indemnification for Customers domiciled in Germany. The below “Limitation of Liability”
section shall apply to any claims resulting from this “Mutual Indemnification” section.
10. LIMITATION OF LIABILITY FOR CUSTOMERS DOMICILED IN GERMANY
10.1 Unlimited Liability. The Parties shall be mutually liable without limitation
(a) in the event of willful misconduct or gross negligence,
(b) within the scope of a guarantee taken over by the respective party,
(c) in the event that a defect is maliciously concealed,
(d) in case of an injury to life, body or health,
(e) according to the German Product Liability Law.
10.2 Liability for Breach of Cardinal Duties. If cardinal duties are infringed due to slight negligence and if, as a consequence,
the achievement of the objective of this Agreement including any applicable Order Form is endangered, or in the case of a
slightly negligent failure to comply with duties, the very discharge of which is an essential prerequisite for the proper
performance of this Agreement (including any applicable Order Form), the parties’ liability shall be limited to foreseeable
damage typical for the contract. In all other respects, any liability for damage caused by slight negligence shall be excluded.
10.3 Liability Cap. Unless the parties are liable in accordance with “Unlimited Liability” section above, in no event shall the
aggregate liability of each party together with all of its Affiliates arising out of or related to this Agreement exceed the total
amount paid by Customer and its Affiliates hereunder for the Services giving rise to the liability in the 12 months preceding the
first incident out of which the liability arose. The foregoing limitation will not limit Customer’s and its Affiliates’ payment
obligations under the “Fees and Payment” section above.
10.4 Scope. With the exception of liability in accordance with the “Unlimited Liability” section, the above limitations of
liability shall apply to all claims for damages, irrespective of the legal basis including claims for tort damages. The above
limitations of liability also apply in the case of claims for a party’s damages against the respective other party’s employees,
agents or bodies.
12.14 Local Law Requirements: Italy. With respect to Customers domiciled in Italy, Section 5.2 “Invoicing and Payment”, Section
5.3 “Overdue Charges”, Section 5.4 “Suspension of Service and Acceleration”, and Section 12.2 “Anti Corruption” of this
Agreement are replaced with the following sections respectively:
5.2. Invoicing and Payment
5.2.1 Invoicing and Payment. Fees will be invoiced in advance and otherwise in accordance with the relevant Order Form.
Unless otherwise stated in the Order Form, fees are due net 30 days from the invoice date. The parties acknowledge that
invoices are also be submitted electronically by Scalerp in accordance with the “Electronic Invoicing” section below through the
Agenzia delle Entrate’s Exchange System (SDI – Sistema di Interscambio) and any delay due to the SDI shall not affect the
foregoing payment term. Customer shall be responsible for providing complete and accurate billing and contact information to
Scalerp and shall notify Scalerp of any changes to such information.
5.2.2 Electronic Invoicing. The invoice will be issued in electronic format as defined in article 1, paragraph 916, of Law no.
205 of December 27, 2017, which introduced the obligation of electronic invoicing, starting from January 1, 2019, for the sale
of goods and services performed between residents, established or identified in the territory of the Italian State. To facilitate
such electronic invoicing, Customer shall provide to Scalerp at least the following information in writing: Customer full
registered company name, registered office address, VAT number, tax/fiscal code and any additional code and/or relevant
information required under applicable law. In any event, the parties shall cooperate diligently to enable such electronic
invoicing process. Any error due to the provision by Customer of incorrect or insufficient invoicing information preventing (a)
Scalerp to successfully submit the electronic invoice to the SDI or (b) the SDI to duly and effectively process such invoice or (c)
which, in any event, requires Scalerp to issue an invoice again, shall not result in an extension of the payment term set out in the
“Invoicing and Payment” section above, and such term shall still be calculated from the date of the original invoice. Scalerp
reserves the right to provide any invoice copy in electronic form via email in addition to the electronic invoicing described
herein.
5.2.3 Split Payment. If subject to the “split payment” regime, Customer shall be exclusively responsible for payment of any
VAT amount due, provided that Customer shall confirm to Scalerp the applicability of such regime and, if applicable, Customer
shall provide proof of such VAT payment to Scalerp and, if applicable, Customer shall provide proof of such VAT payment to
Scalerp.
5.3 Overdue Charges. Subject to the “Payment Disputes” section below, if any invoiced amount is not received by Scalerp by
the due date, then without limiting Scalerp’s rights or remedies, those charges, without the need for notice of default, may accrue
late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law (Legislative
Decree no. 231/2002), whichever is lower and/or (b) Scalerp may condition future subscription renewals and Order Forms on
payment terms shorter than those specified in the “Invoicing and Payment” section above.
5.4. Suspension of Service. Subject to the “Payment Disputes” section below, if any charge owing by Customer under this or
any other agreement for services is 30 days or more overdue, (or 10 or more days overdue in the case of amounts Customer has
authorized Scalerp to charge to Customer’s credit card), Scalerp may, without limiting its other rights and remedies, suspend
Services until such amounts are paid in full, provided that, other than for customers paying by credit card or direct debit whose
payment has been declined, Scalerp will give Customer at least 10 days’ prior notice that its account is overdue, in accordance
with the “Manner of Giving Notice” section below for billing notices, before suspending services to Customer.
12.2 Anti-Corruption.
12.2.1 Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or
thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and
entertainment provided in the ordinary course of business do not violate the above restriction.
12.2.2 Code of Conduct and Organization, Management and Control Model. Customer acknowledges that Scalerp has
adopted an Organization, Management and Control Model pursuant to Legislative Decree 231/2001 to prevent crimes provided
for therein and commits to comply with the principles contained in the above Legislative Decree 231/2001 and in the Scalerp
Code of Conduct which is available at the following link:
https://www.Scalerp.com/content/dam/web/en_us/www/documents/legal/compliance%20documents/Scalerp-code-of-cond
uct.pdf. Customer also acknowledges and agrees that the violation of the principles and the provisions contained in Legislative
Decree 231/2001 and in the Scalerp Code of Conduct by Customer may entitle Scalerp, based on the severity of the violation, to
terminate this Agreement for cause as set out in Section 11.3(i) above.
12.15 Local Law Requirements: Spain. With respect to Customers domiciled in Spain, in the event of any conflict between any
statutory law in Spain applicable to Customer, and the terms and conditions of this Agreement, the applicable statutory law
shall prevail.