IS Evolutions Consult - Legal Agreements

This MSSA is a legal agreement between the Company and you, the Client. By acceptance of this MSSA, the Client acknowledges its acceptance of this together with any of the Agreements and associated documents provided. This MSSA will not be overridden by any other Agreement or documentation unless approved in writing by IS Evolutions Consult.

This MSSA, together with the relevant Order Form or Scope of Work, issued by IS Evolutions Consult, set forth the terms under which IS Evolutions Consult offers for sale Products and/or Services to the Client. When the Client accepts IS Evolutions Consult's offer, either by acknowledgement, acceptance of use of any Products and/or commencement of performance of any Services, a binding contract shall be formed. Such Agreement is limited to these terms, along with the relevant Order Form or Scope of Work. Neither Party agrees to any proposed amendment, alteration, or addition unless mutually agreed to in writing. Any other statement or writing shall not alter, add to, or otherwise affect the Agreement.

All rights in the Software remain the property of Audit Vision Ai FZE or IS Evolutions Consult and its third-party licensors (as applicable) and the Client acquires no title or interest in the Software other than the right to use it as detailed in this MSSA. Although Client has rights to use the Software as described, IS Evolutions Consult has not passed ownership of any Intellectual Property Rights in the Software to Client. Audit Vision Ai or IS Evolutions Consult and its third-party licensors (as applicable) continue to own all Intellectual Property Rights in the Software. IS Evolutions Consult and its third-party licensors (as applicable) also retain all rights and title and interest to all materials furnished by IS Evolutions Consult, and all Intellectual Property Rights including trademarks, and trade names worldwide necessary to perform this Agreement.

The Software, including third-party software embedded in the Software, is not open-source, freeware, or shareware. It is only licensed as SaaS, not sold, to the Client under the terms of this Agreement and associated Order Form or SoW. IS Evolutions Consult and its Affiliates reserve all rights not expressly granted to the Client under this Agreement.

Where the Order Form or SoW provides that the Software is provided on a SaaS basis:

IS Evolutions Consult grants the Client (and, where permitted by the Order Form or SoW, the Client's Group Companies) a non-exclusive, non-transferable, revocable right and licence to access and use the Software and Work Product only for the Client's internal business operations during the Term of this Agreement and in accordance with the terms of this Agreement. As the Software is only licensed to the Client, the Client shall not rent, lease, make available as a bureau service, sublicense, sell, assign, pledge, transfer or otherwise dispose of the Software on a temporary or permanent basis.

The grant of the right and licence set out in Clause 3.2.1 is always subject to the Client's compliance with the terms of this Agreement, the relevant Order Form or SoW and any other documents referenced in, or attached to, this Agreement or relevant Order Form or SoW (including, without limitation, in accordance with any usage limits and named or concurrent user restrictions).

Client agrees and acknowledges that it shall not and shall ensure its Users shall not:

• reproduce, copy, distribute (on a website, ftp server or otherwise), redistribute, store, sell, rent, lease, make available as a bureau service, sub-license, assign, transfer, disclose, create derivative works or in any other fashion re-use the Software and/or Work Product without the prior written consent of IS Evolutions Consult;
• make adaptations or variations to the Software and/or Work Product without the prior written consent of IS Evolutions Consult;
• disassemble, decompile or otherwise reverse-engineer the Software and/or Work Product other than as permitted by operation of law;
• use the Software and/or Work Product for any purpose that is illegal, fraudulent, harmful or otherwise contrary to any law or regulation or any regulatory code or any written instruction or guideline from IS Evolutions Consult (including, without limitation, this Agreement);
• misuse the Software and/or Work Product by knowingly introducing trojans, viruses, worms, logic bombs or other material which is malicious or technologically harmful or attack the Software and/or Work Product via spamming, flooding, a denial-of-service attack or a distributed denial of service attack;
• permit or facilitate the use of the Software and/or Work Product in any manner that causes, or may cause, damage to the Software or impairment of the availability or accessibility of the Software and/or Work Product or which would otherwise constitute a breach of the terms and conditions of this Agreement;

Except where specified on the Order Form or SoW, use of Services is restricted to use by the Client only, including its Affiliates. Client shall not lease their capacity for use to any other third parties.

Client will not use the Software and/or Service to take any actions that:

• infringe any third-party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
• violate any applicable law, statute, ordinance or regulation (including those regarding export control);
• are defamatory, libellous, threatening, harassing or obscene;
• constitute unauthorised entry to any machine accessible via the network; or
• perform penetration testing of any type including PCI-DSS testing without the written authority of Audit Vision Ai or IS Evolutions Consult and regardless the Client shall be liable for any and all damage to the software or data arising from such testing. Where the Company carried out any penetration testing which is relevant to the Services or Products used by the Client, the Company shall provide copies of all reports which are the output of such testing (such reports to be subject to redaction to protect the confidential commercial information of the Company). For the avoidance of doubt, Clause 8.2.5 is applicable to both Client Hosted Cloud and SaaS.

IS Evolutions Consult may revise these Service use restrictions upon thirty (30) days' prior written notice to the Client; however, any revision to the Services by IS Evolutions Consult shall not result in reduced Service, reduced functionality or diminished ease of use nor will the Client incur any additional (direct or indirect) costs. Client is responsible for ensuring that Users comply with the applicable terms and conditions of this Agreement and relevant Agreements with respect to use of the Services and the Software, including these terms.

Licenses can be increased at any point during the Initial Service Period or applicable Renewal Period of the Agreement. Licenses can only be reduced sixty (60) days prior to the end of the Initial Service Period or end of the applicable Renewal Period.

If we provide a free trial, we will make one or more Services available to you on a trial basis free of charge until the earlier of:

• the end of the free trial period for which you registered to use the applicable Software or Service(s);
• the start date of any Purchased Software or Service subscriptions ordered by you for such Service(s); or
• termination by us in our sole discretion.

Additional trial terms and conditions may be applicable and detailed on the Order Form or Scope of Work. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

ANY DATA YOU ENTER INTO A SAAS PRODUCT, AND ANY CUSTOMISATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY DELETED UPON TERMINATION OF THE FREE TRIAL PERIOD UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL.

From time to time, we may make Beta Services available to you at no charge. You may choose to try such Beta Services or not in your sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms. Beta Services are not considered "Services" under this Agreement, however, all restrictions, our reservation of rights and your obligations concerning the Services, and use and Content, shall apply equally to your use of Beta Services. We may discontinue Beta Services at any time in our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service.

If applicable, Software and Services may be subject to any usage limits if such limits are specified on the applicable Order Form or SoW or otherwise agreed by the Parties. Unless otherwise specified:

• where a quantity on an Order Form or SoW refers to a number of Users, the Service may not be accessed by more than that number of Users;
• a User's password may not be shared with any other individual; and
• except as set forth in an Order Form or SoW, a User identification may only be reassigned to a new individual replacing one who will no longer use the Service.

Your privacy is important to us. Please read the Audit Vision Ai Privacy Policy on our website as it describes the types of data we collect from you and your devices ("Personal Data"), how we use your Data, and the legal basis for which we have to process your Personal Data.