QPR Software as a Service Agreement

SOFTWARE AS A SERVICE AGREEMENT

This Software as a Service Agreement is a legal agreement between QPR Software Plc. (hereinafter "QPR") and a customer organization (hereinafter the "Customer" and, together with QPR, the "Parties") for software hosting services (“Services”) that you purchase.

YOU AGREE TO BE BOUND BY THE TERMS OF THIS SOFTWARE AS A SERVICE AGREEMENT WHEN YOU PURCHASE AND USE SOFTWARE HOSTING SERVICES FROM QPR SOFTWARE PLC.

By way of this Software as a Service Agreement, the Customer agrees to allow QPR to host software, which the Customer has licensed and paid for, at QPR’s or its hosting vendor's data center(s). Services shall be provided in accordance with the terms of the agreement in force at the time of delivery. By using the Services, you accept and agree to the terms and conditions of this Agreement.

1 Contents of the Services

1.1 The Services shall contain the hardware- and software platform required for the Service for the Customer including the Server hardware, network connectivity from the server hardware to the internet, and backups of the data in the environment.

1.2 Operational Support: Support for the environment is available from QPR Customer Care during normal business opening hours. QPR reserves the right to alter the business opening hours of QPR Customer Care. QPR may at its own discretion subcontract any part or all of the support services to its authorized resellers, subcontractors, or representatives which are bound by the same responsibilities as QPR.

2 Service and Network Availability

2.1 Guarantee of Availability: QPR will make commercially reasonable efforts to ensure that the Services are available to use during any given time, except during maintenance windows. Operation of the Service may require short breaks in the service outside maintenance windows.

2.2 Maintenance Windows: QPR will perform maintenance in hosting servers and environments in pre-scheduled maintenance windows. The standard maintenance windows will be communicated separately. In case of emergency maintenance requirements, QPR will make effort to inform Customers of such maintenance needs at least 24 hours in advance.

2.3 Third Party Network Availability: QPR cannot guarantee network availability between the Customer and the hosted environment, as network availability can involve numerous third parties and is beyond the control of QPR. QPR will not be liable for any down time that you experience as a result of your own network connectivity issues.

2.4 Unavailability of Services: QPR is obligated to start resolving any service outage or other problem with the Services within one (1) hour after receiving notification from the Customer during opening hours of QPR Customer Care. QPR will make efforts to determine whether the outage or other problem is within QPR's reasonable control. If QPR determines the issue is attributable to QPR, the Customer will be credited 1 day of Service fee for every 4 hours of down-time the Customer experienced after the notification of the downtime to QPR. QPR will have no other liability to the Customer for failure to provide the guaranteed network availability.

3 Information Security, Storage and Backup

3.1 Information Security: QPR will make commercially reasonable efforts to provide and maintain a secure environment for Customer Data. In the unlikely event of a security breach of Customer Data caused by QPR, the exclusive remedy will be limited to a refund of the total amount paid by customer for the SaaS service over the twelve (12) months preceding the event. You understand and agree to assume the risk of any such security breach and agree to hold QPR harmless therefrom.

3.2 Data Storage: Customer data is stored in a database file on hosted servers and it is backed up on a nightly basis. QPR shall maintain your data/information for a period of ten (10) business days after the Service is cancelled and will deliver the data to Customer upon request.

3.3 Data Backup: Customer Data is backed up on a nightly basis. In the unlikely event of a data loss in which all sets of backup data are also unrecoverable, QPRs sole liability will be to provide you with a refund of a maximum twelve (12) months of SaaS Service fees. No Customer Data is retroactively removed from the backups.

3.4 Rights to Customer Data: QPR asserts no ownership or other rights to Customer Data. The Customer is solely responsible for having all required rights to use the Customer Data in the manner required by the Service or applicable laws, including but not limited to transferring the data to an information system maintained by a third party. Customer agrees to not transfer any illegal or infringing material to the Service.

3.5 Storing Customer Data: QPR may store the Customer Data at any geographical location within the European Union using any third-party storage providers it deems suitable. Should there be limitations as to where customer data can be stored geographically, Customer is obliged to inform QPR before transferring any of such data to the service.

3.6 Access to Customer Data: QPR personnel shall not access the Customer Data, except as needed for resolving any technical problems of the Service, performing maintenance tasks to the Service, or performing agreed services.

3.7 Return of Data: Should Customer wish to obtain a raw copy of Customer Data from QPR, it is made possible by QPR guiding the Customer to download the data or by agreeing on a separately invoiceable service by QPR. Customer is liable to communicate this request to QPR prior to or in conjunction with termination of Services.

4 Service Fees

4.1 Service Fees: You agree to pay for such Services on a timely basis and in accordance with payment terms and contract duration. Your failure to make timely payment for Service fees may result in QPR suspending your account and subsequently deleting Customer Data from the Service after 30 days when the Service fee due date has passed.

5 Warranties and Disclaimer of Warranties

5.1 Except as provided below, QPR warrants that it owns all rights, title and interest in and to the Software and Software Products and that the Software substantially conforms to the functional specifications and that the Software and Software Products shall be free from material defects in workmanship and materials that prevent them from substantially meeting the aforementioned criteria.

5.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS SAAS SERVICE AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY MAKES ANY WARRANTIES TO THE OTHER PARTY, AND EACH PARTY DISCLAIMS ALL WARRANTIES, ORAL OR WRITTEN, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO ITS PERFORMANCE UNDER THIS AGREEMENT, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM ANY COURSE OF DEALING OR COURS OF PERFORMANCE. QPR DOES NOT GIVE ANY WARRANTY THAT THE SERVICE IS VIRUS OR FAULT FREE, OR IT FUNCTIONS UNINTERRUPTED. QPR PROVIDES THE SERVICE “AS-IS.

6 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL QPR BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA (WHETHER DIRECT OR INDIRECT), OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, BUT MAY ALLOW LIABILITY TO BE LIMITED, IN SUCH CASES QPR’S ENTIRE LIABILITY SHALL BE LIMITED TO THE TOTAL AMOUNT PAID BY CUSTOMER OVER THE SIX MONTHS PRECEDING THE CLAIM GIVING RISE TO LIABILITY.

7 General Terms

7.1 Consent to Use of Data: The Customer agrees that QPR and its affiliates may collect and use technical information gathered as part of any support provided to you in relation to the Services. QPR may also collect information on how and by whom the Service is being used. Collected information may be used to improve QPR support and Services or to provide customized services or technologies to the Customer. QPR will not disclose information concerning the use of the Service outside of the Customer organization in a form that personally identifies the user.

7.2 Consent to Communications: Customer agrees that QPR may send electronic and other communications to users of the Service.

7.3 Additional Services: This Agreement applies to Service updates, supplements, or Internet-based Services components that QPR may provide to you or make available to you after the date you purchase Services from QPR, unless QPR provides other terms along with the updates, supplements, or Internet-based Services components. QPR reserves the right to discontinue any Internet-based Services provided to you or made available to you.

7.4 Applicable Law: This Agreement shall be governed by and construed in accordance with the laws of Finland excluding its choice of law provisions. Any dispute arising hereunder shall be resolved by The Arbitration Institute of the Finland Chamber of Commerce. The arbitration shall be held in Helsinki and the language of proceedings shall be in English, unless the Parties otherwise agree.

7.5 Assignment: This Agreement and any rights thereto or obligations or interests may not be assigned without a prior written consent of QPR.

7.6 Waiver: Waivers must be in writing signed by an authorized representative. The waiver of one breach or default under this Agreement will not constitute the waiver of any subsequent breach or default.

7.7 Severability: Any provision of this Agreement held to be illegal or unenforceable will be deemed amended to conform to applicable laws or regulations, or if it cannot be so amended without materially altering the intention of the parties, it will be stricken and the remainder of this Agreement will continue in full force and effect.