PURPOSE

1. DEFINITIONS.

   1. "Aggregate Data" means any data that is derived or aggregated in de identified form from (i) any Customer Materials; or (ii) Customer's and/or its Authorized Users use of the Subscription Services, including, without limitation, any usage data or trends with respect to the Subscription Services;
   2. "Agreement" means the Contract Schedule, these Terms and Conditions, Exhibits and any Statement of Works incorporated by reference;
   3. "Authorized User" means an employee, contractor, vendor, or other associated individual whom Customer has authorized to use the Subscription Services;
   4. "Customer Affiliate" means any legal entity directly or indirectly controlling, controlled by or under common control of the Customer, where control means the ownership of a majority share of the stock, equity or voting interests of such entity.
   5. "Customer Materials" means all information, data, content and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of Customer through the Subscription Services or to Reimag.in in connection with Customer's use of the Subscription Services, but excluding, for clarity, Aggregate Data and any information, data, data models, content or materials owned or controlled by Reimag.in and made available through or in connection with the Subscription Services;
   6. "Data Processor", "Data Subject" "Personal Data" and "processing" shall have the meaning given to them in the relevant Data Protection Laws (and related terms such as "process" and "processing" shall have corresponding meanings);
   7. "Data Protection Laws" means any applicable laws relating to the processing, privacy, and use of Personal Data, that applies to Reimag.in, Customer and/or the Subscription Services and/or the Professional Services, including: (a) the General Data Protection Regulation (Regulation (EU) 2016/679) ("GDPR"); (b) the UK GDPR; (c) the Data Protection Act 2018; (d) any corresponding or equivalent national laws or regulations; and (e) approved codes of conduct or approved certification mechanisms issued by any relevant regulatory authority;
   8. "Documentation" means the operator and user manuals, training materials, specifications, minimum system configuration requirements, compatible operating system list and other similar materials in hard copy or electronic form if and as provided by Reimag.in to Customer (including any revised versions thereof) relating to the Subscription Services, which may be updated from time to time upon notice to Customer;
   9. "Effective Date" means the date set out in the Contract Schedule;
   10. "Intellectual Property Rights" means patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world;
   11. "Licensed Volume" means the limits, volume or other measurement or conditions of permitted use for the applicable Subscription Services as set forth in the Contract Schedule, including any limits on the number of Authorized Users and number of Authorized Users of different user types, classes or tiers permitted to use the Subscription Services based on Customer's subscription tier, as well as any limits on the volume of Utilized Storage;
   12. "Licensed Use" means the limits, other measurement or conditions of permitted use for the applicable Subscription Services as set forth in the Contract Schedule, including any limits or constraints on the level of detail, number of parent or holding companies, number of subsidiaries or portfolio companies, number of investments or ventures, or method, accuracy, or fidelity of calculations maintained, stored, utilized or reported on in the Subscription Services;
   13. "Party" means individually each Reimag.in and Customer, and may be referred to herein collectively as the "Parties";
   14. "Person" means any individual, corporation, partnership, trust, limited liability company, association, governmental authority or other entity;
   15. "Professional Services" means the implementation and/or other professional services. If any, to be provided by Reimag.in to Customer as set forth in the relevant Statement of Work;
   16. "Professional Services Fee" means the fee payable for the provision of the Professional Services by Reimag.in, as set out in the relevant Statement of Work;
   17. "Reimag.in IP" means all Intellectual Property Rights in and to the Subscription Services, the underlying software, algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Subscription Services or any Professional Services, Documentation and Aggregate Data, all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship;
   18. "Reports" means any information and/or documentation generated by Reimag.in for Customer on Reimag.in's SaaS platform under the Agreement; 
   19. "Statement of Work" means a document substantially in the form set out in Exhibit C (Template Statement of Work) which sets out the applicable Professional Services to be provided by Re.imag.in under this Agreement and that is executed by the Parties (and shall include each of its appendices);
   20. "Subscription Services" means Reimag.in's SaaS platform for Business Intelligence, Performance, ESG and Impact measurement, management and governance, as more particularly described or identified in the Contract Schedule;
   21. "Term" means the Initial Term and any Renewal Term(s);
   22. "Terms and Conditions" means sections 1 - 17 (inclusive);
   23. "Use" means to use and access the Subscription Services in accordance with this Agreement;
   24. "UK GDPR" means the GDPR as it forms part of the law of the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018; and
   25. "Utilized Storage" means the total disk or storage space that stores Customer Materials, including data, documents, metrics, measures and other materials on a permanent or semi-permanent basis.

2. SUBSCRIPTION SERVICES; ACCESS AND USE.

   1. Subscription Services. Subject to these Terms and Conditions, Reimag.in hereby grants Customer a limited, non-exclusive, non-transferable right, to Use the Subscription Services and associated Documentation during the Term, solely for Customer's internal business purposes in accordance with, and subject to, the Licensed Volume and Licensed Use.
   2. Use Restrictions. Customer will not at any time and will not permit any Person (including, without limitation, Authorized Users) to, directly or indirectly:
      1. use the Subscription Services in any manner beyond the scope of rights expressly granted in this Agreement;
      2. use the Subscription Service to harass any person; cause damage or injury to any person or property; publish any material that is false, defamatory, harassing or obscene; violate privacy rights; promote bigotry, racism, hatred or harm; send unsolicited bulk e-mail, junk mail, spam or chain letters;
      3. modify or create derivative works of the Subscription Services or Documentation, in whole or in part;
      4. reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Subscription Services, in whole or in part;
      5. frame, mirror, sell, resell, rent or lease use of the Subscription Services to any other Person, or otherwise allow any Person to use the Subscription Services for any purpose other than for the benefit of Customer in accordance with this Agreement;
      6. use the Subscription Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any Person, or that violates any applicable law;
      7. interfere with, or disrupt the integrity or performance of, the Subscription Services, or any data or content contained therein or transmitted thereby;
      8. perform or disclose any benchmarking, availability or performance testing of the Subscription Service;
      9. perform or disclose any performance or vulnerability testing of the Services without Reimag.in's prior written approval, perform or disclose network discovery, port and service identification, vulnerability scanning, password cracking, remote access or penetration testing of the Subscription Service;
      10. access or use the Subscription Service in order to build or support, directly or indirectly, products or services competitive to Reimag.in; or
      11. access or search the Subscription Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Subscription Services features provided by Reimag.in for use expressly for such purposes.
   3. Authorized Users.
      1. Customer will not allow any Person other than Authorized Users to Use the Subscription Services. Customer may permit Authorized Users to Use the Subscription Services, provided that (a) the Use, including the number of Authorized Users and amount of Utilized Storage, does not exceed the Licensed Volume or deviate from the Licensed Use; and (b) Customer ensures each Authorized User complies with all Terms and Conditions applicable to the Authorized User and Customer remains responsible for acts or omissions by Authorized Users in connection with their use of the Subscription Services.
      2. Customer will, and will require all Authorized Users to, use all reasonable means to secure user names and passwords, hardware and software used to access the Subscription Services in accordance with customary security protocols, and will promptly notify Reimag.in if Customer knows or reasonably suspects that any user name and/or password has been compromised.
      3. Customer undertakes that each account for the Subscription Services will only be accessed and used by the specific Authorized User for whom such account is created. Customer acknowledges that accounts are for designated Authorized Users and cannot be shared or used by more than one Authorized User.Reimag.in will be entitled to permanently reassign any account to another Authorized User as necessary.
      4. Customer acknowledges that it is solely responsible for setting, auditing, updating and removing the access level and permissions of each of their Authorized Users within the Subscription Service.
   4. Transmission of Data. Customer acknowledges that there is security, cyberfraud, corruption, transaction error and access availability risks associated with using open networks such as internet to access and use the Subscription Services, and the Customer hereby assumes such risks.

3. SERVICES AND SERVICE LEVELS.

   1. Subscription Services. Reimag.in shall, during the Term, provide the Subscription Services and make available the Documentation to Customer on and subject to these Terms and Conditions.
      1. Support. Reimag.in will provide Customer with reasonable technical support for the Subscription Services in accordance with the support terms set forth in Exhibit A.
      2. Service Levels. Subject to the terms and conditions of this Agreement, Reimag.in will use commercially reasonable efforts to make the Subscription Services available in accordance with the service levels set forth in Exhibit A. Customer acknowledges and agrees that the service levels are performance targets only and any failure of Reimag.in to meet any service level shall not result in any breach of this Agreement or any payment or liability of Reimag.in to Customer.
      3. Security. Reimag.in shall employ risk-appropriate technical and organizational measures to protect against unauthorized or unlawful access to or use of any Customer Materials stored, processed, or transmitted to Reimag.in in connection with the Subscription Services, and any associated Professional Services.
      4. Updates. During the Term, Reimag.in may update the Subscription Services to reflect changes in, among other things, laws, regulations, rules, technology. industry practices, patterns of system use, and availability of Third Party Services (as defined below). Reimag.in shall ensure that updates to the Subscription Services will not materially reduce the level of performance, functionality, security or availability of the Subscription Services during the Term.

4. THIRD-PARTY SERVICES AND DATA.

   1. Certain features and functionalities within the Subscription Services may allow Customer and its Authorized Users to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively "Third-Party Services") through the Subscription Services.
   2. Customer acknowledges that Reimag.in does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors or bugs in the Subscription Services or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto. Customer is solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for Customer to use the Third-Party Services in connection with the Subscription Services.
   3. Customer acknowledges that Reimag.in may use data obtained from third party sources (‘Third Party Data’) under the Subscription Services. Customer acknowledges that although Reimag.in obtains data from sources it believes to be reliable, Third Party Data provided to Customer is provided "As Is" and "As Available". Without limiting the foregoing, Reimag.in does not make any representation or warranty, express or implied, to Customer or any other person or entity as to the accuracy, timeliness, completeness, merchantability, or fitness for any particular purpose of any Third Party Data.

5. STATEMENT OF WORK

   1. During the Term, Customer and Reimag.in may, from time to time, agree upon and sign Statements of Work which shall more fully set out the Professional Services to be provided by Reimag.in.
   2. The specific and particular details of tasks and activities and workstreams for the Professional Services, to be provided by Reimag.in shall be described in the relevant Statement of Work.
   3. Statements of Work shall be substantially in the form set out in Exhibit C (Template Statement of Work). No Statement of Work will be valid unless executed by each of the Reimag.in and Customer.

6. AFFILIATES

   1. Procurement for and by Affiliates. Customer may procure Subscription Services, Professional Services and Reimag.in's other related products, services, and technologies under this Agreement for its own account and on behalf of one or more Customer Affiliates only when explicitly noted on the Contract Schedule and/or Statement of Work associated with this Agreement. Customer is responsible for the acts and omissions of the Customer Affiliates pursuant to which the Customer Affiliate receives the benefit of the Subscription Services but is not a signatory.
   2. Additionally, with Reimag.in's expressed written approval, Customer Affiliates may procure Professional Services and Reimag.in's other related products, services, and technologies under this Agreement pursuant to a Statement of Work executed by such Customer Affiliate and Reimag.in. Customer Affiliates who sign a Statement of Work will be deemed to be the Customer hereunder and shall be solely responsible for its performance or non-performance thereunder.

7. FEES AND PAYMENT.

   1. Fees.
      1. Customer will pay Reimag.in fees set forth in the Contract Schedule in accordance with the terms therein ("Subscription Charge") and without offset or deduction. Reimag.in reserves the right to change the Subscription Charge or applicable charges and to institute new charges and Subscription Charge at the end of the Initial Term or then-current Renewal Term, upon sixty (60) days prior notice to Customer (which may be sent by email).
      2. Reimag.in will issue invoices to Customer during the Term, and Customer will pay all amounts set forth on any such invoice no later than thirty (30) days after the date of such invoice.
      3. During the Term, Reimag.in shall have the right to assess whether Customer's use of Subscription Services deviates from the Licensed Use or exceeds the Licensed Volume and adjust the Subscription Charge based on such use as necessary. In such situations, Reimag.in shall have the right to issue a separate invoice for any additional Subscription Charge and Customer will pay any amount set forth on any such invoice no later than thirty (30) days after the date of such invoice.
      4. Customer shall pay Reimag.in the Professional Services Fee in accordance with the terms of Section 7(b) and the applicable Statement of Work.
   2. Payments.
      1. Payments due to Reimag.in under this Agreement must be made by check, wire transfer of immediately available funds to an account designated by Reimag.in or such other payment method mutually agreed by the Parties.
      2. Except as otherwise provided in the Contract Schedule and/or Statement of Work, all payments are non-cancellable and non-refundable and neither Party will have the right to set off, discount or otherwise reduce or refuse to pay any amounts due to the other Party under this Agreement, provided that Customer reserves the right to dispute the accuracy of invoices in good faith.
   3. Taxes. Customer is responsible for all sales, use, value-added, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by Customer to Reimag.in hereunder, other than any taxes imposed on Reimag.in's income. Without limiting the foregoing, in the event that Customer is required to deduct or withhold any taxes from the amounts payable to Reimag.in hereunder, Customer will pay an additional amount, so that Reimag.in receives the amounts due to it hereunder in full, as if there were no withholding or deduction.

8. CONFIDENTIAL INFORMATION.

   1. As used herein, "Confidential Information" means any information that one Party (the "Disclosing Party") provides to the other Party (the "Receiving Party") in connection with this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. For clarity, the Reimag.in IP, Subscription Services and the Documentation will be deemed Confidential Information of Reimag.in. However, Confidential Information will not include any information or materials that: (i) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the Receiving Party; (ii) were rightfully known by the Receiving Party prior to receiving such information or materials from the Disclosing Party; (iii) are rightfully acquired by the Receiving Party from a third party who has the right to disclose such information or materials without breach of any confidentiality or non-use obligation to the Disclosing Party; or (iv) are independently developed by or for the Receiving Party without use of or access to any Confidential Information of the Disclosing Party.
   2. The Receiving Party will maintain the Disclosing Party's Confidential Information in strict confidence, and will not use the Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under this Agreement; provided that Reimag.in may use and modify Confidential Information of Customer in deidentified form for purposes of developing and deriving Aggregate Data. The Receiving Party will not disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except(i) to those employees, representatives, or contractors of the Receiving Party who have a bona fide need to know such Confidential Information to perform under this Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in this Agreement, or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.
   3. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will survive the termination or expiration of this Agreement.
   4. This Agreement will constitute Confidential Information of each Party but may be disclosed on a confidential basis to a Party's advisors, attorneys, actual or bona fide potential acquirers, investors or other sources of funding (and their respective advisors and attorneys) for due diligence purposes

9. DATA PROTECTION

   1. Each Party shall comply at all times with the Data Protection Laws in respect of any Personal Data processed by it pursuant to this Agreement.
   2. If, and to the extent that the Reimag.in processes Personal Data as a Data Processor on behalf of Customer, Reimag.in agrees that:
      1. the subject matter, nature and purposes of the processing to be carried out by Reimag.in under this Agreement; and (ii) the types of Personal Data and categories of the Data Subjects processed, are, set out in the Data Protection Particulars of the contract details;
      2. to process the Personal Data only in accordance with the written instructions of Customer as set out under this Agreement or otherwise as provided from time to time ("Processing Instructions");
      3. inform Customer, without undue delay, of any legal requirement under applicable law that would require the Reimag.in to process the Personal Data otherwise than in accordance with the Processing Instructions, or if any Customer instruction infringes Data Protection Laws;
      4. taking into account the state of technical development and the nature of processing, to implement and maintain appropriate technical and organisational measures to ensure safekeeping against accidental, unauthorised or unlawful loss, destruction, alteration, disclosure of or access to the Personal Data;
      5. to make available to Customer, in accordance with Data Protection Laws, such information as is reasonably necessary to demonstrate its compliance with Customer’s obligations under Data Protection Laws and this Section 9 and allow for and contribute to audits, including inspections conducted by Customer or another auditor mandated by Customer;
      6. assist Customer insofar as this is possible (taking into account the nature of the processing and the information available to Reimag.in), and at the Customer's cost and written request, in responding to any request from a data subject and in ensuring the Customer's compliance with its obligations under applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
      7. to ensure that any Reimag.in personnel processing Personal Data are subject to a binding written contractual obligation to keep the Personal Data confidential; and
      8. at Customer’s written request, to either securely delete or return all Personal Data to Customer at the end of the provision of the relevant Services related to the processing.
   3. The Customer hereby provides its prior, general authorisation for Reimag.in to:
      1. appoint processors to process the Customer Personal Data, provided that Reimag.in:
         1. shall ensure that the terms on which it appoints such processors comply with Data Protection Laws, and are consistent with the obligations imposed on Reimag.in in this Section 9;
         2. shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of Reimag.in; and
         3. shall inform the Customer of any intended changes concerning the addition or replacement of the processors, thereby giving the Customer the opportunity to object to such changes.
      2. transfer Customer Personal Data outside of the UK/EEA as required for the provision of Subscription Services and/or Professional Services, provided that the Reimag.in shall ensure that all such transfers are effected in accordance with applicable Data Protection Laws.

10. INTELLECTUAL PROPERTY

    1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Reimag.in reserves and, as between the Parties will solely own, the Reimag.in IP and all rights, title and interest in and to the Reimag.in IP, including in respect of any deliverables (e.g. Reports) supplied to Customer under the Subscription Services and/or Professional Services. No rights are granted to Customer hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.
    2. Subject to the license provided under Section 10(c), to the extent any Intellectual Property Rights under the Subscription Services and/or Professional Services vest in Customer, Customer hereby assigns all such Intellectual Property Rights to Reimag.in and agrees to provide any reasonable assistance required by Reimag.in to perfect or enforce such rights.
    3. Feedback. From time to time Customer or its employees, contractors, or representatives may provide Reimag.in with suggestions, comments, feedback or the like with regard to the Subscription Services (collectively, "Feedback"). Customer hereby grants Reimag.in a perpetual, irrevocable, royalty-free and fully-paid up license to use and exploit all feedback in connection with Reimag.in's business purposes, including, without limitation, the testing, development, maintenance and improvement of the Subscription Services.

11. CUSTOMER MATERIALS AND DATA.

    1. Materials. Reimag.in acknowledges that, as between Customer and Reimag.in and except as set forth in Section 11(b), Customer owns and retains all right, title and interest in and to all Customer Materials.
    2. Customer hereby grants Reimag.in a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, copy, transmit, sub-license, index, store, display, and modify the Customer Materials:
       1. to the extent necessary to perform its obligations or enforce its rights under this Agreement;
       2. where required or authorized by law;
       3. to develop, host, modify, improve, support, customize, operate, and provide the Subscription Services and/or Professional Services and Reimag.in's other related products, services, and technologies during the Term; and
       4. to publish, display, and distribute any de-identified information (i.e. information where Customer is not capable of being identified) derived from Customer usage of the Subscription Services (such as but not limited to, statistical and performance information, web browser, screen resolution, and mobile device-type information).
    1. Customer represents and warrants that (i) it has obtained and will obtain and continue to have, during the Term, all necessary rights, authority and licenses for the access to and use of the Customer Materials (including any personal data provided or otherwise collected pursuant to Customer's privacy policy) as contemplated by this Agreement; and (ii) Reimag.in's use of the Customer Materials in accordance with this Agreement will not violate any applicable laws or regulations or cause a breach of any agreement or obligations between Customer and any third party.
    2. In the event that Reimag.in uses Customer Materials under the Subscription Services and/or Professional Services, Customer acknowledges that Reimag.in shall not undertake further steps to verify the accuracy and/or validity of the Customer Materials.

12. REPRESENTATIONS AND WARRANTIES.

    1. Each Party hereby represents and warrants to the other Party that it has the right, power and authority to enter into this Agreement and to grant the rights contemplated in it.
    2. Professional Services Warranty; Disclaimer. Reimag.in warrants that Professional Services will be performed in a good and workmanlike manner consistent with applicable industry standards. This warranty will be in effect for a period of thirty (30) days from the completion of any Professional Services. As Customer's sole and exclusive remedy and Reimag.in's entire liability for any breach of the foregoing warranty, Reimag.in will promptly re-perform any Professional Services that fail to meet this limited warranty.
    3. Except as expressly set forth herein, the Subscription Services, Professional Services and  Reimag.in IP are provided on an "as is" basis, and Reimag.in makes no warranties or representations to Customer, its Authorized Users or to any other party regarding the Reimag.in IP, the Subscription Services, Professional Services or any other services or materials provided hereunder. Reimag.in is not responsible for any issues related to the performance, operation or security of Customer Materials or third party services. To the maximum extent permitted by applicable law, Reimag.in hereby disclaims all warranties and representations, whether express or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose or non-infringement, and any warranties arising out of course of dealing or usage of trade without limiting the foregoing, Reimag.in hereby disclaims any warranty that use of the Subscription Services or Professional Services will be error-free, bug-free or uninterrupted.
    4. Subject to Reimag.in’s compliance with this Agreement, Customer assumes the entire risk of any use Customer may make, or permit or cause to be made, of the Subscription Services and/or Professional Services. Customer agrees that the Subscription Services and Professional Services are not investment advice and any opinions or assertions contained in the Subscription Services and/or Professional Services do not represent the opinions or beliefs of Reimag.in its or its affiliates or employees.

13. INDEMNITY

    1. Indemnity. Reimag.in shall indemnify, and keep indemnified and hold harmless Customer and Authorised Users from and against any losses, claims, damages, liability, costs (including legal and other professional fees) and expenses incurred by or made against them as a result of or in connection with any action, demand or claim that the Use of the Subscription Services in accordance with terms of this Agreement and/or receipt of Professional Services by or on behalf of Customer and Authorised Users infringes the Intellectual Property Rights of any third party ("IP Claim").
    2. The Parties agree that if an IP Claim arises, Customer shall:
       1. notify Reimag.in in writing as soon as reasonably practicable;
       2. allow Reimag.in, at the Reimag.in’s own cost, to conduct all negotiations and proceedings and to settle the Claim; and
       3. provide the Reimag.in with all reasonable assistance in relation to the IP Claim as is required by Reimag.in (at the Reimag.in’s expense).
    3. If any IP Claim is made or is reasonably likely to be made and without prejudice to the indemnity Section 13.1, Reimag.in may at its option:
       1. procure for Customer the right to continue using the Subscription Services and/or receive the Professional Services; or
       2. modify or replace the infringing part of the Subscription Services and/or Professional Services so as to avoid the infringement or alleged infringement.

14. LIMITATIONS OF LIABILITY.

    1. Notwithstanding any other provision of this Agreement, neither Party’s liability shall be limited in any way in respect of the following:
       1. (i) death or personal injury caused by negligence;
       2. (ii)   fraud or fraudulent misrepresentation; or
       3. (iii) any other liability which cannot be excluded or limited by applicable law.
    2. Subject to Section 14.1, neither Party shall be liable for the following types of losses:
       1. loss of profits;
       2. loss of sales or business;
       3. loss of agreements or contracts;
       4. loss of anticipated savings;
       5. loss of use or corruption of software, data or information;
       6. loss of or damage to goodwill; and
       7. indirect or consequential loss.
    3. Subject to Sections 14.1 and 14.2, Reimag.in’s total aggregate liability to Customer in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance of this Agreement, including in respect of any liability arising under the indemnity in Section 13.1, shall be limited to 100% of the total Subscription Charges and Professional Services Fee paid by Customer during the 12 months immediately preceding the date on which the claim arose.

15. TERM AND TERMINATION.

    1. Term. This Agreement shall come into force on the Effective Date and, shall continue for the Initial Term and thereafter the Agreement shall renew for successive periods of twelve (12) months (each a "Renewal Term") unless:
       1. either Party notifies the other Party of termination, in writing, at least ninety (90) days before the end of the Initial Term or any Renewal Term, in which case this Agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Term; or
       2. otherwise terminated earlier in accordance with this Agreement.
    2. Termination. In addition to any termination language specified in the Contract Schedule and/or Statement of Work, either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach.
    3. Survival. This Section 15(c) and (d) and Sections 1, 2(a), 2(c), 4(c), 7, 8, 9, 10, 12, 13, 14 and 17 survive any termination or expiration of this Agreement.
    4. Effects of Termination. Upon expiration or termination of this Agreement:
       1. the rights granted pursuant to Section 2(a) will terminate;
       2. Customer will return or destroy, at Reimag.in's sole option, all Reimag.in Confidential Information in its possession or control, including permanent removal of such Reimag.in Confidential Information (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in Customer's possession or under Customer's control, and at Reimag.in's request, certify in writing to Reimag.in that the Reimag.in Confidential Information has been returned, destroyed or. in the case of electronic communications, deleted; and
       3. all Subscription Charges, Professional Services Fees or other fees that may have become due or otherwise accrued through the effective date of expiration or termination shall become payable by Customer.

16. PUBLICITY.

    1. Subject to the provisions of Section 8, each Party shall have the right to publicly announce the existence of the business relationship between the Parties with the other Party's prior written approval.
    2. In addition to the rights under Section 15(a), during the Term, Reimag.in may, with Customer's prior written approval in each instance, use Customer's name, trademarks, and logos (collectively, "Customer's Marks") on Reimag.in's website and in its marketing materials to identify Customer as Reimag.in's customer, and for the purpose of providing the Subscription Services and any Professional Services to Customer, provided that Reimag.in shall use commercially reasonable efforts to adhere to the usage guidelines furnished by Customer with respect to Customer's Marks.

17. GENERAL.

    1. Entire Agreement. This Agreement, including its exhibits and associated Statements of Work), is the complete and exclusive agreement between the parties with respect to its subject matter and supersedes any and all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter. This Agreement may be amended or modified only by a written document executed by duly authorized representatives of the parties. 
    2. Freedom of Action. Nothing in this Agreement will be deemed to restrict or limit Reimag.in's right to perform similar services for any other party or to assign any employees or subcontractors to perform similar services for any other party; provided that Reimag.in complies with its obligations respect to Customer's Confidential Information
    3. Customer Contact Information. Customer shall provide in the Subscription Service accurate, current, and complete information on Customer's legal business name, address, email address and phone number, and maintain and promptly update this information if it should change. The Customer shall provide both contact information for legal notices and service notices related to the Subscription Service.
    4. Legal Notices. All legal notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be sent to the relevant address set forth in the Contract Schedule or to such other address as may be specified by the relevant Party to the other Party in accordance with this Section 17(j). Such notices shall deemed given: (i) when delivered personally: (ii) one (1) business day after deposit with a nationally recognized express courier, with written confirmation of receipt; or (iii) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid.
    5. Service Notices. All service notices from Reimag.in to Customer describing planned outages and service interruptions, modification of features, new features or similar will be delivered via email to addresses) maintained by the Customer within the Subscription Service.
    6. Waiver. Either Party's failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the Party granting the waiver.
    7. Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the parties, and the remaining provisions of this Agreement will remain in full force and effect.
    8. Governing Law; Jurisdiction (UK). This Agreement will be governed by and construed in accordance with the laws of England and Wales without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. Any legal action or proceeding arising under this Agreement will be brought exclusively in the courts of England and Wales and the parties irrevocably consent to the personal jurisdiction and venue therein.
    9. Assignment. Neither Party may assign or transfer this Agreement, by operation of law or otherwise, without the other Party's prior written consent. Any attempt to assign or transfer this Agreement without such consent will be void. Notwithstanding the foregoing, either Party may assign or transfer this Agreement to a third party that succeeds to all or substantially all of the assigning Party's business and assets relating to the subject matter of this Agreement, whether by sale, merger, operation of law or otherwise. Subject to the foregoing. this Agreement is binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns.
    10. Equitable Relief. Each Party agrees that a breach or threatened breach by such Party of any of its obligations under Section 8 or, in the case of Customer, Section 2(b), would cause the other Party irreparable harm and significant damages for which there may be no adequate remedy under law and that. The Parties agree that in the event of such breach or threatened breach, the other Party will have the right to seek immediate equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
    11. Force Majeure. Neither Party will be responsible for any failure or delay in its performance under this Agreement due to the following causes beyond its reasonable control: war, acts of terror, riot, acts of God or governmental action (each, a "Force Majeure Event"); provided that if non-performance due to Force Majeure Event continues for an aggregate of ten (10) or more days, the other Party may terminate the Agreement (or affected portion thereof).
    12. Subcontracting. Reimag.in may use subcontractors and other third-party providers ("Subcontractors") in connection with the performance of its own obligations hereunder as it deems appropriate; provided that the Reimag.in remains responsible for the performance of each such Subcontractor.
    13. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing in this Agreement shall be construed to establish any partnership, joint venture or agency relationship between the Parties. Neither Party will have the power or authority to bind the other or incur any obligations on the other's behalf without the other Party's prior written consent.
    14. No Third-Party Beneficiaries. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the Parties and their respective successors and assigns, pursuant to the Contracts (Rights of Third Parties) Act 1999.
    15. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signature to this Agreement transmitted electronically shall have the same authority, effect, and enforceability as an original signature.

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