This ALS/BLS Software Solutions Master Software, SaaS and Services Agreement (together with any applicable addendum, this "Agreement") is entered into as of the effective date of the initial Order (as defined below) (the "Effective Date") between ZOLL® Medical Canada Inc. ("ZOLL") and another party ("Customer"). Each party may hereinafter be individually referred to as a "Party," and collectively as the "Parties."
ZOLL will provide on-premises software (including any code, program or module) ("Software"), cloud-based software-as-a-service ("SaaS"), Implementation Services or Deployment Services and Support Services ("Services") described in each associated quote issued by ZOLL ("Quote") and a subsequent order placed against the Quote (each an "Order"), pursuant to this Agreement. This Agreement will govern all Software, SaaS and Services provided by ZOLL to Customer during the Term (as defined hereinafter) of this Agreement. The terms and conditions set forth in this Agreement shall only apply to ALS/BLS Software Solutions products that are used with ZOLL Medical Canada Inc. defibrillators or temperature management system equipment ("TMS Equipment"). For the sake of clarity, these terms and conditions do not apply to any ZOLL patient care reporting software solutions.
The term of this Agreement will be from the Effective Date until the expiration or termination of the last effective Order for Software, SaaS or Services unless terminated earlier for cause as set forth herein ("Term"). Unless otherwise specified in an Order, each Order will automatically renew for the same Term as the initial Order following expiration of its initial Term, as defined in such Order, unless terminated as set forth herein or unless Customer provides ZOLL with notice of non-renewal at least ninety (90) days prior to the expiration of the Term of the Order.
A. Termination for Convenience. A Party may terminate any Order issued pursuant to this Agreement without cause with thirty (30) days' prior written notice to the other Party.
B. Termination for Cause. A Party may terminate any Order issued pursuant to this Agreement for cause if (i) the other Party has breached any material term or condition of that Order or this Agreement and (ii) such breach is not cured within thirty (30) days after written notice of such breach to the breaching Party. If Customer terminates this Agreement for cause, ZOLL will refund a pro-rated amount of the fees paid as determined in ZOLL's sole discretion.
C. Effects of Termination.
I. Fees Due. If any Order is terminated by Customer without cause or by ZOLL for cause during its initial Term, then Customer will immediately pay ZOLL the total Fees owed by Customer through the effective date of termination.
II. General. Upon expiration or termination of any Order: (a) Customer's (1) license to Software and (2) right to access or use SaaS or Services, including associated user guides or operating manuals ("Documentation"), listed in such Order, will immediately terminate; and (b) Customer will return or destroy all copies of Software and Documentation listed in such Order in Customer's possession or control.
A. Confidential Information. "Confidential Information" means any information, technical data, or know-how, including, without limitation, information relating to software, products, services, customers, personnel, markets, research, intellectual property, inventions, processes, designs, marketing, business operations, future business strategies, trade secrets, finances and other nonpublic and proprietary information of the disclosing Party, including the details of this Agreement and any Order under this Agreement.
B. Non-Confidential Information. Confidential Information does not include information that: (i) was lawfully known by the receiving Party prior to its disclosure by the disclosing Party; (ii) is, or becomes, generally known to the public without breach of this Agreement; (iii) is obtained by the receiving Party in good faith from a third-party without any communicated confidentiality obligation; or (iv) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.
C. Non-Disclosure. The receiving Party will use the disclosing Party's Confidential Information only for purposes of this Agreement and applicable Quotes and Orders under this Agreement and will not disclose it to any person or entity other than its or its Affiliates' employees, directors, contractors, consultants, service providers, counsel or agents (or mandataries) who have a reasonable need to know such information and who are bound by no less restrictive obligations of confidentiality and non-disclosure as those under this Agreement (such recipients being "Authorized Recipients"). Users (as defined below) and any third-party authorized by Customer to receive Customer's Confidential Information are Authorized Recipients of Customer. "Affiliates" means any corporate entity that, directly or indirectly, controls or is controlled by, or is under common control with, a Party. The receiving Party is responsible for the compliance of its Authorized Recipients with the confidentiality and non-disclosure obligations of this Agreement. The receiving Party will use no less standard of care to protect the disclosing Party's Confidential Information as it uses to protect its own similar Confidential Information, but no less than reasonable care. Notwithstanding the non-disclosure requirements of this section, Customer authorizes ZOLL to refer to Customer as a customer and use Customer's name and logo in such references. Each Party agrees that damages will not be adequate to protect the other Party in the event of an actual or threatened breach of the confidentiality and nondisclosure obligations of this Agreement and that either Party may take equitable action, including seeking injunctive relief, to enforce such obligations.
D. Legal Disclosure. If it becomes necessary for the receiving Party to disclose any Confidential Information to enforce this Agreement or comply with a judicial or administrative proceeding or other legal proceeding, the receiving Party will, to the extent legally permitted, provide the disclosing Party with prompt written notice so the disclosing Party may, at the disclosing Party's expense, seek a protective order or other appropriate remedy to protect such information from disclosure. If such protective order or other remedy is not obtained, the receiving Party will not be in breach of this Agreement by furnishing such Confidential Information as required. Prior to disclosing any patient information, protected health information or personal identifiable information to ZOLL, Customer will obtain the legal right to disclose such information to ZOLL.
ZOLL will perform Services in a professional and workmanlike manner using qualified personnel in accordance with each Order. Customer will comply with all laws and regulations applicable to its use of Software, SaaS or Services, including complying with, and notifying ZOLL of, export and import control laws and regulations and laws relating to the collection, transfer and use of Customer Data and disclosure and informed consent applicable to Customer. Customer will implement and maintain industry standard administrative, technical and security standards or safeguards designed to ensure the security and confidentiality of Software or SaaS that Customer receives from ZOLL. ZOLL may suspend access to Software or SaaS if ZOLL determines, in its reasonable discretion, that Customer has failed to comply with applicable law or implement or maintain such standards or safeguards until Customer complies with applicable law or implements and maintains such standards or safeguards, as applicable. Customer is responsible for the procurement, maintenance, performance and security of any network, connection, service or device not provided or managed by ZOLL. Customer agrees to use current operating systems and browsers that support protocols and procedures accepted by ZOLL. In connection with this Agreement, Customer will reasonably and timely cooperate with ZOLL, including providing ZOLL with access to Customer's equipment, software and data, including remote access, necessary for the implementation and operation of Software and SaaS or performance of Services. Customer will not require ZOLL to comply with additional contractual or policy requirements not already contained in this Agreement or the applicable Quote and Order in order to receive such access. ZOLL will provide Customer with the specifications of available remote access methods, and Customer will be responsible for the costs associated with any selected method. Customer agrees not to use Software or SaaS in excess of its authorized login protocols. Customer will immediately notify ZOLL of any unauthorized access to or use of Software or SaaS, Customer's login ID, password or account or other breach of security.
A. Ownership. ZOLL, including its Affiliates, licensors and service providers, as applicable, retains all right, title and interest, including but not limited to, all existing or future copyrights, trademarks, service marks, trade secrets, patents, patent applications, know how, moral rights, contract rights, and proprietary rights, and all registrations, applications, renewals, extensions and combinations of the foregoing, in and to Software, SaaS, Services, Documentation and any other information or materials related to Software, SaaS or Services, including, without limitation, all object code, source code, modifications, know-how, ideas, technology, processes, techniques, inventions, or technical information relating to any of the foregoing and any derivative or new works thereof. Any rights not expressly granted to Customer hereunder are reserved by ZOLL, including its Affiliates, licensors and service providers, as applicable. To the extent Customer acquires any rights in Software, SaaS, Services, Documentation or any other information or materials related to Software, SaaS or Services, including any derivative or new work created by Customer, by operation of law despite the terms of this Agreement, Customer hereby assigns those rights to ZOLL and agrees to take such further actions as necessary to give effect to this section.
B. Restrictions. Except as expressly permitted by this Agreement, Customer will not, and will not permit any third-party to: (i) use, reproduce, modify, adapt, alter, translate or create derivative or new works from Software, SaaS, Services or Documentation; (ii) merge Software, SaaS or Services with other software or services; (iii) sublicense, distribute, sell, use for service bureau use, lease, rent, loan, or otherwise transfer or allow access to Software, SaaS, Services or Documentation to any third-party; (iv) reverse engineer, decompile, disassemble, or otherwise attempt to alter or derive the source code for Software or SaaS; (v) remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices included in Software, SaaS, Services or Documentation; or (vi) otherwise use or copy Software, SaaS, Services or Documentation.
C. Customer Content; Feedback. As between ZOLL and Customer, and without limiting the rights of any patient, Customer will retain all right, title and interest in and to all data, information or other content provided by Customer in its use of Software, SaaS or Services ("Customer Content"). Customer agrees that de-identified data is not considered protected health information if it is not traceable to a person under Personal Information Protection and Electronic Documents Act regulations and ZOLL may use any de-identified data for any legal purpose, including but not limited to ZOLL internal purposes for product development and improvement, enhancements, etc. Customer grants to ZOLL and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, make and incorporate into its Software, SaaS or Services any suggestion, enhancement request, recommendation, correction or other feedback relating to the operation of Software, SaaS or Services provided by Customer or its Users. "User" means Customer's or its Affiliates' employees, directors, principals, partners, consultants or agents (or mandataries) authorized to use Software, SaaS or Services on behalf of Customer and registered and approved by ZOLL, in ZOLL's sole discretion, for such use in accordance with ZOLL's procedures.
Users may utilize Software, SaaS, Services and Documentation to the same extent Customer is allowed to use and benefit from such Software, SaaS, Services and Documentation; provided that: (a) each User's use of, or benefit from, Software, SaaS, Services and Documentation will be subject to all applicable terms, conditions and limitations (including aggregate usage limitations) of this Agreement and each applicable Order; and (b) Customer, as the signatory to this Agreement, will be responsible for each User's compliance with the terms, conditions and limitations of this Agreement.
A. ZOLL. ZOLL will defend any action against Customer or its agents (or mandataries), officers, directors, or employees (the "Customer Parties") brought by a third-party alleging that Software, SaaS or Services infringe any Canadian patents or copyrights or misappropriate any trade secrets of a third-party and will indemnify and hold the Customer Parties harmless from those costs and damages finally awarded against the Customer Parties in any such action that are specifically attributable to such claim or those costs and damages agreed to by ZOLL in a monetary settlement of such action. The foregoing obligations are conditioned on Customer: (i) promptly notifying ZOLL in writing of such claim or action; (ii) giving ZOLL sole control of the defense thereof and any related settlement negotiations; and (iii) cooperating with ZOLL and, at ZOLL's request and expense, assisting in such defense. ZOLL will not enter into any settlement that imposes any legal liability or financial obligation on Customer without Customer's prior written consent. Customer will have the right, at its option, to participate in the settlement or defense of the claim, with its own counsel and at its own expense, provided it does not take control of the defense and/or settlement and related negotiations. If any Software, SaaS or Services become, or in ZOLL's opinion is likely to become, the subject of an infringement claim, ZOLL may, at its sole option and expense: (a) procure for Customer the right to continue using it; (b) modify it, or replace it with a substantially similar software or service, so that it becomes non-infringing; (c) require its return and refund Customer pre-paid Fees for unused Software or SaaS; or (d) terminate the applicable Order, in whole or in part. Notwithstanding the foregoing, ZOLL will have no indemnification or other obligation hereunder with respect to any infringement claim to the extent based upon: (1) use of Software, SaaS or Services not in accordance with this Agreement or the applicable Quote and Order; (2) use of Software, SaaS or Services in combination with products, equipment, software, services or data not supplied by ZOLL; (3) the failure of Customer to implement the latest release or any replacements, corrections or modifications made available by ZOLL for any Software, SaaS or Services; (4) Customer Content; or (5) any modification of any of Software, SaaS and Services or use thereof by any person other than ZOLL or its authorized agents (or mandataries) or subcontractors. This section states ZOLL's entire liability and Customer's exclusive remedy for any claims of infringement.
B. Customer. To the extent permitted by law, Customer will defend any action against ZOLL, its Affiliates and their respective agents (or mandataries), officers, directors and employees (the "ZOLL Parties") and will indemnify and hold the ZOLL Parties harmless from those costs and damages finally awarded against the ZOLL Parties in any such action brought by a third-party arising out of or related to: (I) Customer Content; or (II) the Customer Parties' or its Users use of Software, SaaS or Services allegedly in violation of the Agreement, Order, Documentation or applicable law. ZOLL will: (a) promptly notify Customer in writing of such claim or action; (b) give Customer sole control of the defense thereof and any related settlement negotiations; and (c) reasonably cooperate with Customer and, at Customer's request and expense, assist in such defense. Customer will not enter into any settlement that imposes any legal liability or financial obligation on ZOLL without ZOLL's prior written consent.
A. Mutual. Each Party represents that it has full legal authority to enter into this Agreement and perform its obligations hereunder and that no third-party rights or permissions are required in order for it to do so.
B. ZOLL. ZOLL warrants that Services will be performed in a professional and workmanlike manner. Customer must provide written notice to ZOLL within thirty (30) days of the completion of Services alleged to have been performed inconsistent with this warranty, otherwise this warranty will be void. Customer's sole remedy and ZOLL's sole obligation in the event of a breach of this warranty is, at ZOLL's option, to re-perform Services or refund the amounts paid by Customer for Services that were not as warranted.
C. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR AN APPLICABLE ADDENDUM: (I) SOFTWARE, SAAS AND SERVICES ARE PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW; (II) ZOLL DOES NOT PROMISE THAT SOFTWARE, SAAS OR SERVICES WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE; AND (III) ZOLL EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR CONDITIONS FOR QUALITY, IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, DURABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WHETHER IN FACT OR BY OPERATION OF LAW, STATUTE, LEGAL, COMMON LAW, COURSE OF DEALING, TRADE USAGE, OR OTHERWISE.
NEITHER ZOLL, NOR ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS (OR MANDATARIES), SERVICE PROVIDERS, SUPPLIERS OR LICENSORS, WILL BE LIABLE FOR LOSS OF PROFIT, DATA, BUSINESS OR GOODWILL, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR ANY OTHER INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER ARISING OR ALLEGED. ZOLL'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT OR AN ORDER, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT PAID TO ZOLL BY CUSTOMER FOR SOFTWARE, SAAS AND SERVICES PROVIDED UNDER THE APPLICABLE ORDER DURING THE TWELVE (12)-MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. CUSTOMER ACKNOWLEDGES THAT THESE LIMITATIONS REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT ZOLL WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. CUSTOMER AGREES THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE.
A. Billing. Customer will pay ZOLL the fees as set forth in the applicable Order ("Fees"). All payments will be in U.S. dollars unless otherwise agreed by the Parties. Unless otherwise expressly provided in this Agreement or the applicable Quote and Order, all Fees are nonrefundable, and Customer will pay ZOLL all Fees due under such Order within thirty (30) days after the date of the invoice for such Fees. If any invoiced Fees are past due: (i) such past-due Fees will accrue interest at the rate of 1.5% per month (18% per annum), or the maximum allowed by law, whichever is less; (ii) ZOLL, in its sole discretion and not in lieu of any other remedy, may cease providing Software, SaaS and Services, until ZOLL has received payment from Customer for all invoiced and past-due Fees plus accrued interest. Customer will pay all expenses (including reasonable lawyer's fees on a solicitor and own client basis) incurred by ZOLL in connection with the collection of late payments. After the Initial Term set forth in the applicable Order, ZOLL may increase Fees annually.
B. Taxes. Fees exclude all taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any jurisdiction ("Taxes"). Customer is responsible for paying Taxes assessed in connection with its or its User's use of Software, SaaS or Services. If ZOLL believes it is legally obligated to invoice Customer for Taxes, ZOLL will include any Taxes as a separate line item on an invoice unless Customer provides ZOLL with a current tax exemption certificate issued by the appropriate taxing authority.
C. Expenses. Unless otherwise set forth in the applicable Order, Customer will reimburse ZOLL for all reasonable out-of-pocket expenses (including travel and accommodation expenses) incurred by ZOLL ("Expenses") in providing Services that the Customer requests.
D. Invoicing. The first invoice will be sent after the Deployment Effective Date or the completion of Implementation Services, as the case may be. "Deployment Date" means the date upon which the deployment of the Software, SaaS or Services is complete and it is able to function as described in the warranty set forth in this Agreement, regardless of whether Customer actually uses such Software, SaaS or Services. "Deployment Effective Date" means the earlier of (a) the Deployment Date or (b) ninety (90) days from the date ZOLL's shipment of the associated defibrillators or TMS Equipment included on the Quote and Order, unless a delay in the Deployment Date is caused by ZOLL, in which case the Deployment Effective Date shall be postponed by a number of days equal to the delay that ZOLL has caused.
A. Assignment. Customer will not assign or transfer this Agreement or any Order, nor its interest, rights or responsibilities under this Agreement or any Order, except with written consent of ZOLL, which will not be unreasonably withheld. Any attempted assignment or transfer in violation of the foregoing will be null and void.
B. Notices. All notices under this Agreement must be delivered in writing by email, courier or certified or registered mail (postage prepaid and return receipt requested) to the other Party at the applicable email or physical address set forth in the applicable Order and, in the case of ZOLL, to the attention of the Contracts Department (if by email to: [email protected]) or, for legal notice, to the attention of Office of General Counsel (if by email to: [email protected]) (or to such other address or person as from time to time provided by such party in accordance with this Section), and will be effective upon receipt.
C. Governing Law and Venue; Waiver of Jury Trial. This Agreement will be governed by the laws of the Province of Ontario without reference to its choice of law principles, and the federal laws of Canada applicable therein. Any action or proceeding arising from or relating to this Agreement must be brought in a federal or state court in Massachusetts, and each Party irrevocably submits to the personal and exclusive jurisdiction and venue of any such court in any such action or proceeding. Each Party hereby knowingly, voluntarily, and intentionally waives any right it may have to a trial by jury in respect of any litigation arising out of or in connection with this Agreement. The Parties have expressly requested that this Agreement and any ancillary documents be drafted in English. Les parties ont explicitement requis que le présent contrat et les documents y afférant soient rédigés en langue anglaise.
D. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision will be changed and interpreted by the court of competent jurisdiction to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
E. Independent Contractors. The Parties are independent contractors. Nothing in this Agreement is intended to create or be construed as the existence of a partnership, joint venture, or general agency relationship between the Parties.
F. Third Parties. Customer is solely responsible for, and none of the Fees set forth herein will be deemed to cover, any amounts owed to third parties in connection with the use of Software, SaaS and Services. If Customer engages a third-party provider not associated with ZOLL ("Third-Party Provider") to allow third-party software, SaaS or services ("Third-Party Software, SaaS or Services") to integrate with, receive data from or access Software, SaaS or Services, ZOLL will have no liability for, or in connection with, and makes no representations or warranties with respect to, any Third-Party Software, SaaS or Services, and no Third-Party Provider will be an agent (or mandataries) or subcontractor of ZOLL. Customer agrees that to the extent Third-Party Provider sends, receives, maintains or transmits any Customer Content, including without limitation, protected health information (collectively, "Sharing"), or takes any action with respect to Software, SaaS or Services, such Third-Party Provider does so on behalf of Customer and not of ZOLL. If Third-Party Software, SaaS or Services require or result in Sharing Customer Content with a Third-Party Provider, Customer consents to ZOLL and its Affiliates Sharing Customer Content with such Third-Party Provider, and Customer represents and warrants that such Sharing does not violate any agreement, law, regulation or other legal standard. Upon the earlier of: (i) termination of the Third-Party Provider's need for access to the applicable Software, SaaS or Services or (ii) termination of Customer's agreement with a Third-Party Provider pertaining to Third-Party Software, SaaS or Services, Customer will immediately terminate Third-Party Provider's access to Software, SaaS and Services and notify ZOLL thereof. To the extent Software, SaaS or Services contain software, services or content owned by a third-party for which ZOLL has a license agreement with a third-party, Software, SaaS and Services and all rights granted hereunder are expressly limited by and subject to any license agreements ZOLL may have for such software.
G. Force Majeure. Each Party's failure to perform in a timely manner will be excused to the extent caused by conditions beyond the reasonable control of the affected Party that could not have been avoided by reasonable diligence. Such conditions may include, but are not limited to, natural disaster, fire, accidents, actions or decrees of governmental bodies, Internet or other communication line failure not the fault of the affected Party, strikes, acts of God, pandemics, wars (declared and undeclared), acts of terrorism, riots, embargoes, energy or material shortages and civil insurrection, but will not include a lack of funds or insufficiency of resources caused by lack of funds. The affected Party will immediately give notice to the other Party of such delay and will resume timely performance as soon as such condition is terminated. If the period of force majeure exceeds thirty (30) days from the receipt of notice, the non affected Party may terminate this Agreement without being in breach of this Agreement.
H. Entire Agreement; Amendment; No Third-Party Beneficiaries; Online Customer Community; Survival. This Agreement, together with the applicable Quote and Order, constitutes the entire agreement between the Parties regarding the subject hereof and supersedes all prior, contemporaneous, or unilateral agreements, understandings, and communication, whether written or oral, except terms of use at zollonline.com for accessing SaaS services. In the event of a conflict with this Agreement, the order of precedence will be as follows: (1) the applicable Quote and Order; (2) this ALS/BLS Software Solutions Master Software, SaaS and Services Agreement, (3) the Software-as-a-Service Addendum or Software Addendum, as applicable; (4) any other addenda, if applicable. Any other representation or agreement, whether written or oral, including but not limited to, any purchase order issued by Customer, will be wholly inapplicable to Software, SaaS and Services and will not be binding in any way on the Parties. The section headings in this Agreement are intended for convenience and reference only and are not intended to define, limit or describe the scope or intent of any provisions of this Agreement. This Agreement may not be amended or changed except in writing signed by both Parties. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion, and any waiver must be in writing and signed by the waiving Party. Except as otherwise expressly stated herein, the Parties' rights and remedies under this Agreement are cumulative. Neither Party will have any obligation to enter into any Order. Except as expressly set forth herein, there are no third-party beneficiaries of this Agreement. Those provisions of this Agreement that may be reasonably interpreted as surviving termination of this Agreement or the survival of which is necessary for the interpretation or enforcement of this Agreement will continue in full force and effect in accordance with their terms notwithstanding the termination hereof including, but not limited to, Section 3.C (Effects of Termination), Section 4 (Confidentiality), Section 5 (Use of Software, SaaS and Services), Section 6 (Intellectual Property), Section 7 (Users), Section 8 (Indemnification), Section 9 (Representations and Warranties), Section 10 (Limitation of Liability), Section 11 (Payments) and Section 12 (General). This Agreement may be signed and delivered electronically and executed in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument.