MYINDAGO^SMPROFESSIONAL SERVICES TERMS

These MyIndago Professional Services Terms (the “Terms”), along with any amendments and attachments hereto, together with the terms of your MyIndago License and Terms of Use, or any other agreement between you and OneSource Regulatory (as defined below) setting forth the terms of your use of the MyIndago Website or other software made available to you by OneSource Regulatory, (the “Agreement”), into which these Terms are hereby incorporated by reference, will govern any installation, implementation, customization, training, customized and/or customer-specific support, or other consulting or professional services (collectively, “Professional Services”) as further described in these Terms and as specified in one or more statements of work (“SOWs”) provided by OneSource Regulatory to Customer.  THESE TERMS, TOGETHER WITH THE AGREEMENT OF WHICH THEY FORM A PART, FORM A LEGALLY BINDING AGREEMENT BETWEEN THE COMPANY ON WHOSE BEHALF YOU ARE SEEKING PROFESSIONAL SERVICES AND ARE ACCEPTING THESE TERMS OF USE (“CUSTOMER” OR “YOU”), AND ONESOURCE REGULATORY TECHNOLOGY, LLC, A DELAWARE LIMITED LIABILITY COMPANY HAVING A PLACE OF BUSINESS AT PO BOX 1047, LIBERTYVILLE IL, USA, 60048 (“ONESOURCE REGULATORY”).   BY CLICKING ON “I AGREE,” “I ACCEPT” OR AN EQUIVALENT MESSAGE, YOU ACCEPT THESE TERMS, INCLUDING ALL AMENDMENTS AND ATTACHMENTS HERETO, WITHOUT MODIFICATION AND AGREE TO BE BOUND BY THEM.  IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT RECEIVE THE PROFESSIONAL SERVICES. 

THE INDIVIDUAL ACCEPTING THIS THESE TERMS ON BEHALF OF CUSTOMER REPRESENTS AND WARRANTS TO ONESOURCE REGULATORY THAT HE OR SHE (i) IS AT LEAST 18 YEARS OF AGE, AND (ii) HAS ALL REQUISITE POWER AND AUTHORITY TO ENTER INTO THESE TERMS ON BEHALF OF CUSTOMER AND TO BIND CUSTOMER TO THE CONDITIONS HEREOF. 

All capitalized terms used in these Terms which are not defined herein shall have the meanings set forth in the Agreement.

1.  Services.  OneSource Regulatory agrees to provide such Professional Services for Customer as are specified in one or more SOWs mutually executed by both parties.  Each SOW shall set forth the business terms and requirements governing an engagement for Professional Services, including, without limitation, as applicable, a detailed description of the Professional Services to be performed, deliverables, pricing, payment schedule, specifications, acceptance criteria and/or project timeline. Once a SOW is executed by both parties, it shall become a part of and subject to these Terms and the Agreement.  All Professional Services shall be performed by duly qualified personnel, and OneSource Regulatory agrees that its personnel, when performing Professional Services onsite at Customer’s facilities or accessing its networks and systems, will comply with all reasonable security, network/system access and other workplace policies and procedures which have been provided to OneSource Regulatory in writing in advance.  Where Professional Services are to be performed onsite at Customer’s facility, Customer is responsible for providing OneSource Regulatory’s personnel with access to workspace and computers, telephones and other equipment as may be reasonably required for the project.  

2. Termination. In the event of termination for any reason of a SOW for Professional Services, OneSource Regulatory shall be entitled to payment for Professional Services performed and non-cancelable expenses incurred in accordance with the Agreement, these Terms and the terminated SOW through the effective date of termination.  If a SOW that is terminated specifies a fixed-price project or milestone-based payments, then partial payment will be made for the project or the individual milestones based on percentage of completion.  Upon termination of a SOW and Customer’s payment of the amounts owing thereunder, OneSource Regulatory shall deliver to Customer all completed deliverables as well as works-in-progress.  Sections 2 and 4 of these Terms, the ownership provisions in Section 7 hereof, as well as any other provisions that, by their nature, are intended to survive termination of a SOW, these Terms, or the Agreement, shall do so.

3.  Cooperation.  The parties agree to cooperate with each other as reasonably necessary for OneSource Regulatory to provide the Professional Services in a timely, uninterrupted fashion. OneSource Regulatory shall not be responsible for any delays in project timelines attributable to Customer’s failure to provide timely assistance, feedback, content, or other interaction or information needed for a project. 

4. Payment; Expenses; Acceptance.   The fees and payment schedule for each project or engagement shall be as set forth in the applicable SOW.  At Customer’s request, OneSource Regulatory shall furnish a good-faith estimate of the total fees and expenses for Customer’s project; Customer acknowledges that such amount is an estimate only and not a binding quote.  OneSource Regulatory shall provide Customer with a rate card listing its standard rates for consultants and contractors upon request. OneSource Regulatory may change its rates for consultants and contractors from time to time upon thirty (30) days’ prior notice to Customer (but shall not do so more than once per calendar year).  Fees do not include third-party expenses, such as travel and meals, courier service, supplies and equipment, which shall be invoiced to Customer at cost and payable in the same manner as fees.  All Professional Services shall be rendered remotely unless otherwise specified in a SOW, and where the SOW does not provide that Professional Services will be rendered onsite at Customer’s facility, Customer shall have the right to pre-approve any travel. If OneSource Regulatory’s personnel are required to travel more than twenty-five (25) miles from OneSource Regulatory’s headquarters, Customer shall also pay for travel time at their then-standard rates. OneSource Regulatory shall provide Client with receipts or similar documentation evidencing all expenses over $25.00.  Unless otherwise specified in a SOW, all fees and expenses will be invoiced monthly, and all payments are due within thirty (30) days after the invoice date. 

The deliverables furnished under each SOW shall be subject to Customer’s approval according to the procedures below and the acceptance criteria set forth in the applicable SOW.  Approval of deliverables shall not be unreasonably withheld and may only be withheld for material verifiable non-conformity to the specifications and acceptance criteria set forth in the applicable SOW. Deliverables may be furnished in stages, and the parties shall cooperate to facilitate the prompt testing and evaluation of all deliverables. Once approval of an intermediate or final deliverable has been given, any further requested changes to such deliverable shall require a change order under Section 5 below.  If Customer demonstrates a verifiable material non-conformity in any deliverable, OneSource Regulatory shall correct the non-conformity at its expense and re-submit the deliverable for approval.  Following OneSource Regulatory’s completion of the final deliverable under a SOW, Customer shall have fifteen (15) days to test it for conformity.  If Customer fails to report a material non-conformity in the final deliverable within the relevant fifteen (15) day approval period, the deliverables shall be deemed accepted and approved.  If a SOW does not specify acceptance criteria, then the Professional Services and deliverables provided thereunder shall be deemed accepted upon performance. 

5.  Changes.  All projects costs quoted in a SOW, unless expressly specified in the SOW, are reasonable good-faith estimates by OneSource Regulatory based solely on the information provided by Customer thus far, the specifications set forth in the SOW and the other requirements therein.  Changes in specifications, data, functionality, technology or other requirements requested by Customer, or discovery of material information not previously disclosed to OneSource Regulatory, may impact scope of work and project cost and thus may require execution of a change order or separate SOW. OneSource Regulatory shall not be required to deviate from the project scope or other requirements known as of the effective date of a SOW, or set forth in these Terms, unless and until both it and Customer have executed a mutually acceptable change order or amendment.  Any work outside the scope of a SOW will be billed at OneSource Regulatory’s then-current hourly rates.  

6.  Limited Warranty; Disclaimer.OneSource Regulatory warrants that (i) will provide the Professional Services in a competent and professional manner; and (ii) in performing the Professional Services, it will comply with all laws and regulations (including employment- and workplace safety-related laws and regulations) generally applicable to OneSource Regulatory’s business as a technology service provider.  OTHERWISE, ONESOURCE REGULATORY MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, CONCERNING THE PROFESSIONAL SERVICES OR THE WORK PRODUCT PRODUCED AS A RESULT OF THE PROFESSIONAL SERVICES, AND ALL SUCH REPRESENTATIONS AND WARRANTIES (INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT) ARE HEREBY DISCLAIMED.  WITHOUT LIMITING THE FOREGOING, ALL DELIVERABLES ARE PROVIDED STRICTLY “AS IS.”

7.  Ownership; License.  Unless otherwise expressly specified in a SOW, all software, documentation, other works of authorship, inventions, ideas, technology, concepts, processes, know-how, rules, protocols, methodologies, data or other materials or information created, conceived, developed or reduced to practice by OneSource Regulatory, either alone or in conjunction with Customer or a third party, in connection with or as a result of the Professional Services (collectively, the “Work Product”), including without limitation,any copyrights, patents, trademarks, service marks, trade names, trade dress, trade secrets and any other proprietary rights that are associated with the foregoing materials throughout the world,shall be owned by OneSource Regulatory and shall constitute its Confidential Information. Upon Customer’s full payment of the amounts invoiced for the relevant Professional Services, OneSource Regulatorygrants Customer a limited, worldwide, non-exclusive, non-transferable, fully paid up right and license (with no right to sublicense) for its employees and authorized agents to usethe Work Product in connection with Customer’s permitted use of the MyIndago Website and in accordance with the terms of the Agreement. Customer may use the Work Product only for its internal organizational purposes, may not provide outsourcing, service bureau, application service provider or similar services to third parties and also may not distribute the Work Product to third parties. Customer shall be responsible for all acts and omissions of persons who use the Work Product and for ensuring their compliance with the Agreement.Notwithstanding anything in this Section 7 to the contrary, Customer shall retain exclusive ownership of all data and other materials and information provided to OneSource Regulatory in connection with the Professional Services (collectively, the “Customer Materials”), including without limitation all copyrights, patents, trademarks, service marks, trade names, trade dress, trade secrets and any other proprietary rights that are associated with the Customer Materials throughout the world.  Within fifteen (15) days after any termination of the Agreement or of a SOW for Professional Services, OneSource Regulatory shall return all tangible Customer Materials to Customer and delete or destroy all data and other intangible Customer Materials, at Customer’s direction.  

8.  Non-Solicitation.During the term of the Agreement and for twelve (12) months thereafter, neither party shall, directly or indirectly, on behalf of itself or a third party, solicit or induce any employee of the other party to terminate his or her employment relationship with such other party. However, this Section 8 shall not prohibit any job advertisement or other generalized communication not targeted at the employees of the other party.

MYINDAGO^SMLICENSE AND TERMS OF USE

Last Updated: August 20th, 2019

THE APPLICABLE SECTIONS OF THIS MYINDAGO LICENSE AND TERMS OF USE, ALONG WITH ALL AMENDMENTS AND ATTACHMENTS HERETO, GOVERN YOUR SUBSCRIPTION TO THE MYINDAGO SOFTWARE-AS-A-SERVICE APPLICATION (TOGETHER WITH ANY UPDATES, MODIFICATIONS, CUSTOMIZATIONS, CORRECTIONS OR ENHANCEMENTS WHICH BECOME PART OF SUCH APPLICATION ANDALL OTHER RELATED SERVICES, THE “MYINDAGO WEBSITE”), AS WELL AS YOUR USE OF THE FREE BETA VERSION OF THE MYINDAGO WEBSITE, IF AVAILABLE (TOGETHER WITH ANY UPDATES, MODIFICATIONS, CUSTOMIZATIONS, CORRECTIONS OR ENHANCEMENTS WHICH BECOME PART OF SUCH APPLICATION ANDALL OTHER RELATED SERVICES, THE “MYINDAGO BETA”).   THIS LICENSE AND TERMS OF USE FORMS A LEGALLY BINDING AGREEMENT BETWEEN THE COMPANY ON WHOSE BEHALF YOU WISH TO USE THE MYINDAGO WEBSITE AND/OR THE MYINDAGO BETA AND ARE ACCEPTING THIS LICENSE AND TERMS OF USE (“CUSTOMER” OR “YOU”), AND ONESOURCE REGULATORY TECHNOLOGY, LLC, A DELAWARE LIMITED LIABILITY COMPANY HAVING A PLACE OF BUSINESS AT PO BOX 1047, LIBERTYVILLE IL, USA, 60048 (“ONESOURCE REGULATORY”).   BY CLICKING ON “I AGREE,” “I ACCEPT” OR AN EQUIVALENT MESSAGE, YOU ACCEPT THE TERMS OF THIS LICENSE AND TERMS OF USE, INCLUDING ALL AMENDMENTS AND ATTACHMENTS HERETO, WITHOUT MODIFICATION AND AGREE TO BE BOUND BY THEM.  IF YOU DO NOT ACCEPT THE TERMS OF THIS LICENSE AND TERMS OF USE, YOU MAY NOT ACTIVATE OR USE THE MYINDAGO WEBSITE OR THE MYINDAGO BETA. 

THE INDIVIDUAL ACCEPTING THIS LICENSE AND TERMS OF USE ON BEHALF OF CUSTOMER REPRESENTS AND WARRANTS TO ONESOURCE REGULATORY THAT HE OR SHE (i) IS AT LEAST 18 YEARS OF AGE, AND (ii) HAS ALL REQUISITE POWER AND AUTHORITY TO ENTER INTO THIS LICENSE AND TERMS OF USE ON BEHALF OF CUSTOMER AND TO BIND CUSTOMER TO THE TERMS HEREOF. 

CUSTOMER FURTHER AGREES TO THE DATA PROCESSING TERMS DESCRIBED IN EXHIBIT A HERETO, THE DATA PROCESSING ADDENDUM.

1. Definitions.

As used herein, the following terms shall have the definitions set forth below:

“Affiliate”means an entity that directly or indirectly controls, is controlled by, or is under common control with, a party to this Agreement. For purposes of the foregoing, “control” means ownership or the power to dispose of greater than fifty percent (50%) of any outstanding class of equity securities or interests in the subject entity.

“Agreement” means this License and Terms of Use and all related SOW(s).

“Documentation” means the user manuals and other user documentation for the MyIndago Website or the MyIndago Beta, if any, which may be made available electronically by OneSource Regulatory or as otherwise may be provided by OneSource Regulatory to Customer.  

“Effective Date” means the date that this License and Terms of Use is accepted on behalf of Customer, as provided in the preamble hereto.

“MyIndago Professional Service Terms” means the additional terms applicable to OneSource Regulatory’s provision of professional services to Customer under one or more SOWs, available at www.OneSourceRegulatory.com

“Subscription Term”shall mean the term of Customer’s subscription to use the MyIndago Website. 

“Support Services” shall have mean maintenance and support for the MyIndago Website, as provided by OneSource Regulatory from time to time and described more fully below, and (if applicable) in the body of a SOW, and as further governed by MyIndago’s Professional Service Terms.

“SOW(s)” means any written or electronic OneSource Regulatory statement of work (including an online subscription form) submitted by Customer and accepted by OneSource Regulatory, evidencing the purchase of a subscription to use the MyIndago Website and (if applicable) setting forth a description of, and business terms regarding, any related professional services being provided by OneSource Regulatory.

“User”means an individual under the control of Customer to whom Customer has issued a personal user ID and password to access and use the MyIndago Website and/or the MyIndago Beta.  User does not mean a corporation, company, partnership, association, entity or organization.

2. License Grant and Restrictions.

2.1 License.  Subject to the terms and limitations set forth in this Agreement, and provided that OneSource Regulatory has received timely payment of all fees owed under this Agreement, OneSource Regulatory hereby grants Customer (i) a limited, revocable, non-transferable (except in connection with a permitted assignment of this Agreement), non-sublicensable (except as expressly permitted in item (ii) herein) license during the Subscription Term to access and use the MyIndago Website and/or MyIndago Beta and Documentation solely for its internal business purposes, and (ii) if applicable, a limited, revocable, non-transferable (except in connection with a permitted assignment of this Agreement), non-sublicensable license during the Subscription Term  to grant access to the MyIndago Website and/or MyIndago Beta to employees of Customer. Customer may not make any statements, representations or warranties concerning the MyIndago Website or MyIndago Beta, the Documentation or OneSource Regulatory that are additional to, or inconsistent with, those appearing in this Agreement, and shall have no authority to make any representations or warranties, or incur any other obligation, on OneSource Regulatory’s behalf to any third party. Customer shall be responsible for all acts and omissions of persons who use the MyIndago Website, the MyIndago Beta, and Documentation and for ensuring their compliance with this Agreement.  Customer shall immediately notify OneSource Regulatory of any loss or unauthorized access or use of a personal user ID or password.

2.2 Restrictions.

(a) No Service Bureau Use. Customer may use the MyIndago Website and/or MyIndago Beta only for its internal organizational purposes and may not provide outsourcing, service bureau, application service provider or similar services to third parties. 

(b) Copies and Modification. Customer may make an unlimited number of copies of the Documentation, and of the pharmaceutical regulatory documents and records made available via the MyIndago Website and/or MyIndago Beta, solely for its internal organizational use.  However, Customer may NOT (nor authorize nor permit its employees, agents, independent contractors or any other person or entity to) (A) modify or create derivative works of the MyIndago Website, MyIndago Beta, or Documentation; (B) distribute, re-sell, sublicense or publicly display or perform the MyIndago Website, MyIndago Beta, Documentation, and/or the documents and records made available via the MyIndago Website or MyIndago Beta, or any portion thereof, or any materials or information based upon the foregoing; or (C) decompile, disassemble, or reverse-engineer any portion of the MyIndago Website or MyIndago Beta, otherwise attempt to derive its source code or protocols, or merge or bundle it with any other software, products or services.

(c) Restricted Rights.The MyIndago Website and MyIndago Beta and any related information are commercial computer software and commercial computer software documentation, and, as specified in FAR 12.212 or DFARS 227.7202, and their successors, as applicable, the U.S. federal government’s rights to use, reproduce or disclose such software, documentation and other information are restricted in accordance with the terms and conditions of this Agreement. Use, duplication or disclosure by the U.S. federal government is subject to the restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable.

2.3 Reservation of Rights. All rights not expressly granted to Customer are reserved by OneSource Regulatory. Customer shall have no rights to receive any source or object code for the MyIndago Website or MyIndago Beta, nor use the MyIndago Website or MyIndago Beta except as expressly set forth in this Agreement.

2.4Intended Use.Customer acknowledges that the MyIndago Website and MyIndago Beta is intended solely to provide users with an enhanced ability to access pharmaceutical regulatory information from a variety of sources.  

3.  MyIndago Beta Version

If you are using the MyIndago Beta, you expressly agree and understand that (a) certain sections of this Agreement DO NOT apply to you, as further detailed below, and (b) MyIndago Beta is currently unfinished and may contain defects, and you may experience errors, malfunctions, and/or interruptions or terminations of service. ACCORDINGLY, NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, YOU AGREE THAT THE MYINDAGO BETA IS PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL DEFECTS,” AND THAT ONESOURCE REGULATORY HAS NO OBLIGATION TO PROVIDE SUPPORT SERVICES FOR THE MYINDAGO BETA, AND THAT ONESOURCE REGULATORY MAY ADD, REMOVE, REDUCE, OR OTHERWISE MODIFY FEATURES AND/OR FUNCTIONALITY OF THE MYINDAGO BETA AT ANY TIME AND WITHOUT NOTICE TO YOU. ONESOURCE REGULATORY HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES (EXPRESS OR IMPLIED) CONCERNING THE MYINDAGO BETA, INCLUDING, WITHOUT LIMITATION, THE ACCURACY AND/OR COMPLETENESS OF ALL INFORMATION, CONTENT, AND MATERIALS INCLUDED THEREIN, OR ANY OTHER WEBSITE, SERVICES, AND/OR TOOLS ON OR PROVIDED IN CONNECTION WITH THE MYINDAGO BETA, AND INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, OR UNINTERRUPTED OR ERROR-FREE OPERATION. IN ADDITION, TO THE FULLLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ONESOURCE REGULATORY SHALL NOT BE LIABLE FOR ANY DAMAGES IN CONNECTION WITH THE DEVELOPMENT OR USE OF THE MYINDAGO BETA OR ANY OUTAGES, ERRORS, OR DEFECTS THEREIN, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL DAMAGES, OR ANY DAMAGES FOR LOST SALES, PROFITS, BUSINESS, OR DATA, WHETHER OR NOT ONESOURCE REGULATORY HAS BEEN ADVISED OF OR HAS REASON TO KNOW ABOUT THE POSSIBILITY OF ANY SUCH DAMAGES. YOU AGREE THAT YOUR USE OF THE MYINDAGO BETA IS ENTIRELY AT YOUR OWN RISK. YOU AGREE THAT EITHER YOU OR ONESOURCE REGULATORY MAY TERMINATE YOUR USE OF THE MYINDAGO BETA AT ANY TIME AND FOR ANY REASON OR NO REASON, INCLUDING BUT NOT LIMITED TO THE TERMINATING PARTY’S OWN CONVENIENCE.  YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE FOLLOWING SECTIONS OF THIS AGREEMENT DO NOT APPLY TO THE MYINDAGO BETA AND TO YOUR USE OF THE MYINDAGO BETA: SECTION 5 IN ITS ENTIRETY, SECTIONS 6.1, 6.2, 6.3, 6.4, AND 6.5, SECTIONS 9.1, 9.3, AND 9.4, SECTION 10.1(a), 10.1(b), AND 10.3, AND SECTION 11.1.  IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THIS SECTION 3 AND ANY OTHER PORTION OF THIS AGREEMENT, THIS SECTION 3 SHALL PREVAIL TO THE EXTENT OF SUCH CONFLICT SOLELY WITH RESPECT TO THE MYINDAGO BETRA AND YOUR USE THEREOF.  YOU AGREE THA THE LIMITATIONS AND DISCLAIMERS OF LIABILITY PROVIDED ABOVE SHALL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

4. Title.

4.1The MyIndago Website, the MyIndago Beta, and Documentation furnished under this Agreement are licensed, not sold, to Customer.  OneSource Regulatory possesses all right, title and interest in and to the MyIndago Website, the MyIndago Beta, the Documentation, and any copyrights, patents, trademarks, service marks, trade names, trade dress, trade secrets and any other proprietary rights that are associated with the MyIndago Website, the MyIndago Beta, or Documentation throughout the world, and Customer acknowledges that it receives no right, title or interest to the MyIndago Website, the MyIndago Beta, or the Documentation except for the limited rights provided within this Agreement.  OneSource Regulatory also retains title to any and all copies made of any embodiments or features of the MyIndago Website, the MyIndago Beta, and the Documentation, and upon any termination of this Agreement, all such copies must be returned to OneSource Regulatory or destroyed, at OneSource Regulatory’s instruction.    

4.2Customer agrees not to contest OneSource Regulatory’s title and intellectual property rights in or to the MyIndago Website, the MyIndago Beta, and/or Documentation.  

4.3Customer shall provide OneSource Regulatory with reasonable information and feedback concerning the performance and results of its use of the MyIndago Website as requested by OneSource Regulatory.  Without limiting any of the foregoing, and notwithstanding anything in this Agreement to the contrary, Customer authorizes and instructs OneSource Regulatory to use metrics from Customer’s use of the MyIndago Website and/or the MyIndago Beta internally to improve OneSource Regulatory’s products and services for the benefit of OneSource Regulatory’s customer base, and further authorizes and instructs OneSource Regulatory to aggregate such metrics with other customers’ metrics and disclose the aggregated, non-customer-specific metrics in the form of industry metrics.

5. Ordering MyIndago Website; Support and Maintenance.  

5.1Ordering MyIndago Website.  An SOW submitted by Customer will be binding on both parties when OneSource Regulatory chooses to accept such SOW electronically or otherwise when the SOW is signed by an authorized representative of each party. 

         5.2  General Procedures for Support Services.Provided that all fees have been timely paid to Customer, OneSource Regulatory will provide Customer with Support Services, which shall consist of (i) technical support via telephone and e-mail to investigate, diagnose and attempt to remediate outages, errors and defects in the MyIndago Website reported by Customer, (ii) the provision of such updates, bug fixes and new releases for the MyIndago Website that OneSource Regulatory generally provides to customers of the MyIndago Website, and (iii) any other Support Services that OneSource Regulatory may agree to provide to Customer pursuant to a SOW or SOWs, the provision of which shall also be governed by the MyIndago Professional Service Terms.  Unless otherwise set forth in an SOW, OneSource Regulatory’s support coverage is available during OneSource Regulatory’s regular business hours. OneSource Regulatory will provide updates, bug fixes and new releases for the MyIndago Website subscribed to by Customer as they are made generally commercially available, but does not guarantee any update frequency or that all problems will be resolved in an update, bug fix or new release.  OneSource Regulatory also shall not be required to provide any new modules or substantial additional functionality unless these are subscribed to separately by Customer.  

         5.3Limitations.OneSource Regulatory shall not be responsible for supporting Customer's own or any third-party software or systems.   OneSource Regulatory may, upon reasonable notice, cease providing technical support or limit the availability of such services to customers who, in OneSource Regulatory’s reasonable judgment, are abusing the customer support system. By way of example and not by way of limitation, such abuse may include excessive requests for assistance unrelated to errors in the MyIndago Website or lack of cooperation with the reasonable requests of OneSource Regulatory personnel for error documentation. Support Services will also automatically terminate if the MyIndago Website are modified by any party other than OneSource Regulatory or its authorized representatives or subcontractors.  In addition, OneSource Regulatory shall have no obligation to provide error correction for any bug, error or defect that is caused, in whole or in part, by any of the circumstances described in the exclusions from the Product Warranty set forth in Section 8.4 below. Similarly, OneSource Regulatory may require all requests for updates, upgrades and/or further development services not covered by the Support Services to be handled under a separate agreement and statement of work for professional services.  Customer understands and agrees that OneSource Regulatory does not, and cannot, represent, warrant, covenant or guarantee that all errors and defects in the MyIndago Website can or will be remediated or corrected or a workaround provided.  

6. Payment; Subscription Term; Termination.  

6.1 Fees.  Subscription fees will be as set forth on each SOW.  OneSource Regulatory may modify its pricing at any time, effective at the beginning of any new Subscription Term following Customer’s current one, by notifying Customer in writing or by e-mail at the address then currently associated with Customer’s account at least thirty (30) days in advance. If Customer chooses to continue receiving the MyIndago Website after the price change goes into effect, then it will be deemed to have accepted the price change beginning with the next Subscription Term; if it does not accept the price change, then it may cancel its subscription as described in Section 6.5 below.  All fees are payable in advance.  If for any reason OneSource Regulatory cannot collect amounts owed under this Agreement when due, OneSource Regulatory, in addition to any other remedies available to it, may immediately suspend or terminate Customer’s access to or use of the MyIndago Website. 

6.2 Taxes.  Customer shall be responsible for any applicable sales, use, value added or similar taxes payable with respect to Customer’s subscription for the MyIndago Website and/or the MyIndago Beta, or arising out of or in connection with this Agreement, unless such taxes levied or imposed are based upon OneSource Regulatory’s net income.  If Customer has tax-exempt status, Customer shall provide written evidence of such status to OneSource Regulatory.

6.3 Billing Disputes.  Customer must provide OneSource Regulatory with written notice of any disputed charges within seven (7) days after the disputed charge is incurred.  All disputes not raised within this timeframe shall be deemed waived.  If a dispute is submitted within this timeframe, Customer is responsible for paying the undisputed portion of the charges on or before the due date.  The dispute notice shall set forth in reasonable detail the information concerning the disputed charges and reasons for the dispute.

6.4 General.  All amounts due under this Agreement to OneSource Regulatory shall be payable in U.S. dollars.  OneSource Regulatory may charge interest on overdue amounts at the rate of one and one-half percent (1.5%) per month or the highest lawful rate, whichever is less. In the event that OneSource Regulatory must utilize a collection agency or institute legal proceedings to collect any fees or other amounts due under this Agreement, Customer shall be liable for all reasonable attorneys’ fees, agency costs and other costs associated therewith.  

6.5  Subscription Term; Termination.  The initial Subscription Term for the MyIndago Website shall be as set forth on the relevant SOW and shall begin on the date OneSource Regulatory informs Customer that the MyIndago Website is available for Customer’s use.  Customer’s subscription shall thereafter automatically renew for successive additional Subscription Terms of equal length, unless Customer’s subscription is cancelled or this Agreement terminated in accordance with the terms hereof. Customer may cancel its subscription for the MyIndago Website at any time by using any cancellation feature provided on the MyIndago Website or by providing written notice to OneSource Regulatory; any such cancellation by Customer shall be effective at the end of the current Subscription Term.  OneSource Regulatory may terminate the Agreement and Customer’s subscription for the MyIndago Website (i) for non-payment as provided in Section 6.1 above; (ii) immediately upon notice via e-mail or written notification sent to the current Customer e-mail or business address associated with Customer’s account, if Customer breaches Section 2 above or Section 9.2(iii) below; (iii) upon seven (7) days’ prior notice sent via e-mail or written notification, if Customer materially breaches any other provision of this Agreement and fails to cure such breach during the seven (7) day notice period; (iv) upon one hundred eighty (180) days’ prior e-mail or written notice if OneSource Regulatory discontinues offering the MyIndago Website; or (v) immediately upon e-mail or written notice in the event Customer undergoes a dissolution, liquidation, composition, financial reorganization or recapitalization with creditors, assignment for the benefit of creditors, or the appointment of a receiver, trustee, custodian, or similar agent for Customer’s business or property.

6.6Obligations upon Termination.Upon any cancellation of Customer’s subscription or termination of this Agreement, (i) all licenses granted under this Agreement shall automatically terminate, (ii) Customer agrees to return to OneSource Regulatory or destroy (at OneSource Regulatory’s instruction) all copies of the Documentation in its possession and (if requested by OneSource Regulatory) provide written notification from an officer of Customer to that effect, and (iii) OneSource Regulatory may destroy and/or delete any Customer data retained by OneSource Regulatory.  

6.7Survival.In addition to those provisions which by their nature are intended to survive any termination or expiration of this Agreement or any license granted hereunder (including this Section 6.7), Sections 2 (License Grant and Restrictions) (except for the first sentence of Section 2.1), 3 (MyIndago Beta Version), 4 (Title), 6.1-6.4, 7 (Confidentiality), 10 (Indemnification and Infringement) and 11 (Limitation of Warranty and Liability) of this Agreement shall specifically survive such termination or expiration.

7. Confidentiality. Each party (as the “receiving party”) agrees not to permit access to or to disclose the other party’s (the “disclosing party”) Confidential Information, except to the receiving party’s authorized employees and contractors who are bound by confidentiality agreements with terms no less restrictive than those of this Section 7 and who need to use or have access to the disclosing party’s Confidential Information for the purposes contemplated by this Agreement. A receiving party shall use at least the same degree of care in protecting the disclosing party’s Confidential Information as such receiving party generally exercises in protecting its own most valuable proprietary information and shall inform its employees and contractors having access to the disclosing party’s Confidential Information of its confidential nature. In no event shall a receiving party use less than a commercially reasonable degree of care in protecting the disclosing party’s Confidential Information.  “Confidential Information” includes documents, data, software and information which, when provided by the disclosing party to the receiving party: a) are clearly identified as “Confidential” or “Proprietary” or are marked with a similar legend; b) are disclosed orally or visually, and identified as Confidential Information at the time of disclosure and confirmed as Confidential Information in writing within ten (10) business days; or c) a reasonable person would understand to be confidential or proprietary at the time of disclosure. The MyIndago Website and Documentation, as well as results of benchmark and other tests run by either party and resulting from use of the MyIndago Website or MyIndago Beta, shall be deemed OneSource Regulatory Confidential Information without any need for any markings or legends, and in addition to the other restrictions in this Section 7, shall not be disclosed to any competitor of OneSource Regulatory. Notwithstanding the foregoing, the receiving party shall have no obligation of confidentiality with respect to any information which the receiving party can demonstrate by written documentation: (a) is already known to the receiving party at the time of disclosure; (b) is or subsequently becomes publicly available through no wrongful act of the receiving party; (c) is disclosed or provided to the receiving party by a third party without restriction and without having violated any confidentiality agreement of any party; or (d) is developed independently by the receiving party without use of or access to the disclosing party’s Confidential Information. In addition, either party may disclose Confidential Information of the other to the extent required by law or a judicial or regulatory order; provided, however, that the party subject to the requirement furnishes the other party with as much advance written notice as possible under the circumstances and cooperates with its efforts to obtain a suitable protective order.  If such an order is not obtained, or the party owning the information waives the non-disclosure obligation, the other party may disclose that portion of the Confidential Information which, based on the advice of counsel, is subject to the judicial, legal or regulatory disclosure requirement.  Each party shall immediately notify the other of any suspected unauthorized access, use, disclosure, alteration or loss of the other party’s Confidential Information and shall cooperate with such other party’s reasonable requests in connection with investigating and remediating any such incident.

8. Security.Customer acknowledges that the MyIndago Website and the MyIndago Beta will be hosted and delivered from a data center operated by Amazon or another provider which is subject to industry-standard external auditing. (The audit certifications maintained by OneSource Regulatory’s current data center are available at http://aws.amazon.com/security/#certifications.)  Such data center will maintain a written information security program incorporating reasonable administrative, physical and technical safeguards, and compliant with all privacy and data security laws and regulations applicable to the provider, designed to protect any non-public personal information stored through the MyIndago Website and the MyIndago Beta from unauthorized disclosure, use, access, alteration or loss.     

9. Warranty, Remedy and Restrictions.

                  9.1Product Warranty.OneSource Regulatory represents and warrants to Customer that: (i) OneSource Regulatory has the legal power and authority to enter into this Agreement; and (ii) the MyIndago Website, as delivered by OneSource Regulatory to Customer and used in accordance with the Documentation, will substantially conform to the specifications as described in its then current Documentation during each Subscription Term (the “Product Warranty”).  

9.2Customer Warranty.Customer warrants to OneSource Regulatory that: (i) it has the legal power and authority to enter into this Agreement; (ii) Customer and the Users shall at all times comply with any privacy, data security, and other laws, rules, and regulations applicable to their activities and geographic territory; and (iii) Customer and the Users shall not upload, submit, store, publish or distribute any unlawful, infringing or libelous content or material through the MyIndago Website or the MyIndago Beta, or any content or material that contains viruses, worms, Trojan horses, malware or other surreptitious, harmful or invasive code.  

                  9.3Product Warranty Remedies.As Customer’s sole and exclusive remedy, and OneSource Regulatory’s sole liability, for any breach of the Product Warranty reported by Customer, OneSource Regulatory shall (i) take reasonable steps to correct or repair the MyIndago Website so that it substantially conforms to its applicable Documentation, or (ii) if such correction or repair cannot be effectuated within a reasonable time, as determined by OneSource Regulatory, terminate Customer’s subscription and refund to Customer a pro-rated amount of the prepaid subscription fees for the applicable Subscription Term allocable to the period in which the MyIndago Website could not be used.  

                  9.4Exclusions.OneSource Regulatory shall not be obligated to remedy any outage, failure or defect in the MyIndago Website that cannot be adequately repeated.  The Product Warranty also does not apply to any outage, failure or defect in the MyIndago Website that results from (i) Customer’s failure to maintain the proper production environment to access and use the MyIndago Website (including any failure to maintain the systems and applications required by the Documentation), (ii) use of the MyIndago Website in a manner or for a purpose not expressly permitted in this Agreement or the Documentation, (iii) failures of Customer or third-party hardware, software, equipment or networks, (iv) new data or functionality entered dynamically or through formal release process by Customer or third parties, or changes in or upgrades to operating systems, that were not available for testing and not documented in the Documentation, or (v) a Force Majeure Event (as defined in Section 12.5 below).  Customer also acknowledges that OneSource Regulatory may modify the MyIndago Website from time to time in its sole discretion, which modification may include the addition or deletion of features and/or functionality.   OneSource Regulatory will use reasonable efforts to post a notice on the MyIndago Website or notify Customer by e-mail at least thirty (30) days prior to any changes that may materially reduce or degrade the functionality or user experience of the MyIndago Website.  

10. Indemnification and Infringement.

10.1Indemnification. 

      (a) OneSource Regulatory Indemnity. Provided that all fees and other amounts required by this Agreement have been timely paid, OneSource Regulatory shall, at its expense, defend Customer from any third party claim or demand (a “Claim”) alleging that the MyIndago Website or Documentation infringes any United States patent or copyright of a third party.  In connection with any such infringement Claim, OneSource Regulatory shall also pay any damages awarded by a court or approved by OneSource Regulatory in settlement. Should the MyIndago Website or Documentation become, or in OneSource Regulatory’s opinion likely to become, the subject of a claim of infringement or trade secret misappropriation, OneSource Regulatory may, at its option and expense either: (i) procure for Customer the right to continue to use the infringing MyIndago Website or Documentation, or (ii) replace or modify the infringing MyIndago Website or Documentation to make their use non-infringing without loss of substantial functionality. Notwithstanding the foregoing, if OneSource Regulatory, in its sole discretion, determines that neither of the said options is reasonably available to it, OneSource Regulatory, at its option, may terminate Customer’s use of the allegedly-infringing MyIndago Website or Documentation and shall refund to Customer a pro-rated amount of the prepaid subscription fees for the applicable Subscription Term allocable to any period in which the MyIndago Website could not be used.  

      (b) Infringement Exclusions. Notwithstanding the foregoing, OneSource Regulatory shall have no liability or obligation to Customer with respect to any Claim based on (i) use of the MyIndago Website or Documentation by Customer in combination with other business processes, products, devices, software, services or components which were not furnished to Customer by OneSource Regulatory or included with the MyIndago Website or Documentation, if the infringement would not have occurred but for the combination; (ii) modification or alteration of the MyIndago Website or Documentation by Customer or its agents, if the infringement would not have occurred but for the modification or alteration;(iii) use of the MyIndago Website or Documentation after OneSource Regulatory notifies Customer, pursuant to subsection (a) above, to discontinue use of the MyIndago Website or Documentation due to a potential or alleged infringement; (iv) use of the MyIndago Website by other than authorized Users; (v) use of the MyIndago Website or Documentation for a purpose other than that for which they were designed; or (vi) content, data, materials or specification provided by Customer or any Users.

      (c) Customer Indemnity. Customer shall indemnify, defend and hold harmless OneSource Regulatory and its Affiliates harmless from any costs, losses and expenses (including reasonable attorneys’ fees and other litigation expenses) incurred in connection with a Claim (a) relating to an actual or alleged breach by Customer of this Agreement, including but not limited to any breaches of Customer’s obligations under Exhibit A, the Data Processing Addendum, (b) arising from any use by Customer of the MyIndago Website and/or the MyIndago Beta, or (c) arising from any products or services Customer develops which make use of any material, information, or data that Customer obtains from the MyIndago Website and/or the MyIndago Beta. 

10.2 Indemnification Process. The foregoing indemnification obligations of each indemnifying party will be dependent on the indemnified party: (i) providing the indemnifying party with prompt written notice of a Claim (provided that failure to so notify will not remove the indemnifying party’s obligation except to the extent it is materially prejudiced thereby); (ii) permitting the indemnifying party to control the defense and settlement of the Claim; (iii) refraining from entering into any settlement or compromise of any such Claim without approval of the indemnifying party; (iv) providing the indemnifying party with reasonable information and assistance for the defense or settlement of the Claim, at the indemnifying party’s expense; and (v) using all commercially reasonable efforts to mitigate any loss, damage or costs related to the Claim.

10.3 Entire Liability.THIS SECTION 10 STATES THE ENTIRE LIABILITY OF ONESOURCE REGULATORY WITH RESPECT TO THE INFRINGEMENT OF ANY COPYRIGHTS, PATENTS, OR OTHER INTELLECTUAL PROPERTY RIGHTS RELATED TO THE MYINDAGO WEBSITE, DOCUMENTATION OR THEIR USE.   

11. Limitation of Warranty and Liability.

11.1 Warranty Limitations. EXCEPT FOR THE EXPRESS WARRANTIES MADE IN SECTION 9 (IF APPLICABLE), THE MYINDAGO WEBSITE AND DOCUMENTATION ARE PROVIDED “AS IS,” ONESOURCE REGULATORY MAKES AND CUSTOMER RECEIVES NO OTHER EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, AND ONESOURCE REGULATORY SPECIFICALLY DISCLAIMS AND EXCLUDES ALL OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, OR UNINTERRUPTED OR ERROR-FREE OPERATION; ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE; OR STATUTORY REMEDY.  SPECIFICALLY, WITH REGARD TO THE INFORMATION, CONTENT, AND OTHER MATERIALS ACCESSIBLE VIA THE MYINDAGO WEBSITE (THE “RESOURCES”), ONESOURCE REGULATORY EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF COMPLETENESS, ACCURACY, AND/OR CURRENTNESS OF ALL SUCH RESOURCES.  CUSTOMER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, AS A RESULT OF (A) THE OPTICAL CHARACTER RECOGNITION TECHNOLOGY USED TO DIGITALLY CONVERT THE RESOURCES, AND (B) CORRECTIONS THAT ONESOURCE REGULATORY MUST OCCASSIONALLY MAKE TO SUCH RESOURCES TO ATTEMPT TO MAKE THE RESOURCES, OR ANY PORTION THEREOF, SEARCHABLE VIA THE MYINDAGO WEBSITE, THE RESOURCES MAY BE ALTERED FROM THEIR ORIGINAL STATE.  ONESOURCE REGULATORY EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE RESOURCES, OR ANY PORTION THEREOF, ARE EXACTLY REPRODUCED FROM THEIR ORIGINAL VERSIONS, ARE SEARCHABLE VIA THE MYINDAGO WEBSITE, OR THAT ANY IMAGES OR OTHER CONTENTS IN THE RESOURCES ARE SEARCHABLE (DUE TO LIMITATIONS INHERENT IN CURRENT OPTICAL CHARACTER RECOGNITION TECHNOLOGY AS WELL AS OTHER FACTORS).  NO STATEMENT WHETHER MADE BY ONESOURCE REGULATORY’S EMPLOYEES, AGENTS OR OTHERWISE SHALL BE DEEMED TO BE A WARRANTY BY ONESOURCE REGULATORY FOR ANY PURPOSE OR TO GIVE RISE TO ANY LIABILITY ON THE PART OF ONESOURCE REGULATORY.  EXCEPT FOR THE EXPRESS WARRANTIES MADE IN SECTION 9 (IF APPLICABLE), CUSTOMER’S RECEIPT AND USE OF THE MYINDAGO WEBSITE AND DOCUMENTATION ARE ENTIRELY AT CUSTOMER’S OWN RISK.  

11.2 Exclusion of Consequential and Related Damages.EXCEPT FOR A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 7, A BREACH BY CUSTOMER OF SECTION 2, 3, OR 4, OR THE PARTIES’ INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, LOSS OF DATA OR USE OF DATA, OR INTERRUPTION OF BUSINESS OR OPERATIONS ARISING OUT OF OR RELATED TO THIS AGREEMENT AND/OR THE MYINDAGO WEBSITE AND/OR THE MYINDAGO BETA AND/OR ANY RELATED PROFESSIONAL SERVICES BEING PROVIDED BY ONESOURCE REGULATORY TO CUSTOMER, EVEN IF SUCH PARTY OR ITS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS. 

         11.3Limitation of Liability. EXCEPT FOR A BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 7, OR THE PARTIES’ INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, IN NO EVENT WILL ONESOURCE REGULATORY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT AND/OR THE MYINDAGO WEBSITE AND/OR THE MYINDAGO BETA AND/OR ANY RELATED PROFESSIONAL SERVICES BEING PROVIDED BY ONESOURCE REGULATORY TO CUSTOMER FOR ANY AND ALL CLAIMS AND DAMAGES, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE UPON WHICH THE LAST CLAIM OR DAMAGE AROSE.

         11.4                Material Part of Agreement.  Customer agrees that the disclaimer of warranties and limitations of liability in this Section 11 are a material inducement and consideration for OneSource Regulatory to enter into this Agreement and provide the MyIndago Website and Documentation at their current pricing.  Accordingly, such provisions shall be enforced as written even if a remedy fails of its essential purpose.   

12. General.

12.1 Governing Law.This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed in all respects by the laws of the State of Delaware, USA, without giving effect to principles of conflicts of laws. The United Nations Convention for the International Sale of Goods shall not apply to this Agreement.   Any controversy or dispute arising under or related to this Agreement shall be adjudicated in the state and federal courts in and for Chicago, Illinois (including their applicable appellate courts), and each party consents to the exercise of jurisdiction and venue by such courts; provided, however, that either party may seek temporary or emergency injunctive relief in any court of competent jurisdiction to protect and preserve its rights in its intellectual property and Confidential Information.

         12.2 Notices.All notices or reports shall be in writing and shall be delivered by personal delivery, facsimile transmission, e-mail, overnight mail or by certified or registered mail, return receipt requested, and shall be deemed given upon personal delivery, five days after deposit in the mail, or upon acknowledgment or confirmation of delivery of e-mail or facsimile transmission.  Notices to OneSource Regulatory shall be sent to the address set forth in the preamble to this License and Terms of Use (or such other address as OneSource Regulatory designates by notice sent pursuant to this paragraph), and shall be addressed to OneSource Regulatory with a copy (which shall not constitute notice) to the attention of Andrew Baer, Esq., at Baer Crossey McDemus LLC, 1500 Walnut Street, Suite 1400, Philadelphia, PA 19102.  All notices to Customer may be sent to the latest business or e-mail address associated with Customer’s account.

         12.3 No Agency. The parties to this Agreement are independent contractors and nothing in this Agreement shall be deemed to create a joint venture, partnership, or agency relationship between the parties in this Agreement. 

12.4 Injunctive Relief.Each party acknowledges that its breach of Sections 2, 3, 5 or 7 of this Agreement will cause the other party immediate and irreparable damage for which recovery of money damages would be inadequate.  Therefore, each party agrees that the other party shall be entitled to injunctive relief to protect its rights under Sections 2, 3, 5, and 7 of this Agreement (in addition to any other remedies available to said party) without the necessity of posting bond.

12.5 Force Majeure.  Neither party shall be liable to the other, following notice thereof, for any failure or delay in the performance of its obligations (except for required payments and the parties’ obligations pursuant to Sections 2, 3, 5, and 7 above) for any cause that is beyond the reasonable control of such party, including, without limitation, acts of God, shortages of supplies, labor or materials, strikes and other labor disputes, storms, floods, acts of war or terrorism, third-party hacking and other criminal or malicious activities, utility brown-outs, failures of telecommunications or the Internet, and actions by a governmental authority (such as changes in government codes, ordinances, laws, rules, regulations, or restrictions). 

12.6 Waiver.If one party fails to enforce a provision of this Agreement, it shall not be precluded from enforcing the same provision at another time.  To be effective any waiver must be in writing and executed by an authorized signatory of the party to be charged.  

12.7 Severability.If any provision of this Agreement is deemed unenforceable or invalid by law or by a court decision, the provision shall be changed and interpreted if possible to accomplish the intent of the provision within the constraints of the law.  Only that provision that is deemed unenforceable or invalid, and not the entire Agreement, shall be invalidated.

12.8 Assignment. Customer may not assign this Agreement, in whole or in part, to any third party or agency without the prior written consent of OneSource Regulatory.  OneSource Regulatory may assign this Agreement without consent to (i) an Affiliate, or (ii) a successor (by merger, consolidation, purchase of assets, reorganization or otherwise) to substantially all of the assets or business of the OneSource Regulatory business unit to which this Agreement relates. OneSource Regulatory may also, without notice, utilize subcontractors and agents to provide aspects of the MyIndago Website and/or MyIndago Beta, provided, however, that OneSource Regulatory shall remain primarily responsible for compliance with its obligations under this Agreement.  

12.9 No Conflicting Terms.OneSource Regulatory shall not accept, and this Agreement does not operate as an acceptance of, any different or additional terms and conditions (including in any Customer purchase order or similar document), and this Agreement shall prevail over any such different or additional provisions, of any Customer order or any other Customer originated instruments.

         12.10 Entire Agreement; Amendments.This Agreement, including the Data Processing Addendum attached as Exhibit A hereto, any SOWs executed by the parties, and the MyIndago Professional Service Terms, supersedes all previous agreements and understandings, whether oral or written, between Customer and OneSource Regulatory with respect to its subject matter and the use of the MyIndago Website and/or MyIndago Beta.  OneSource Regulatory may modify this License and Terms of Use from time to time by posting an updated version of this License and Terms on www.MyIndago.com or by sending notice of the change to Customer via e-mail at the e-mail address currently associated with Customer’s account. With regard to MyIndago Website subscribers only, any such modification shall not take effect for current customers until the end of the then-current Subscription Term.  If Customer chooses to continue receiving or using the MyIndago Website or MyIndago Beta after the effective date of the modification, then it will be deemed to have accepted the License and Terms of Use as modified; if it does not accept the changes, then it may cancel its subscription as described in Section 3 or 6.5 above, as applicable.  OneSource Regulatory recommends that Customer periodically check the “Last Updated” date of this License and Terms of Use as posted on www.MyIndago.com in order to keep apprised of any changes.  Except as expressly provided herein, the Agreement may only be changed in a writing signed by authorized representatives of each party.

12.11 Order of Precedence.In the event of any inconsistencies between this License and Terms of Use and any SOW, the conflict shall be resolved in the following order of priority: (1) the SOW, 2) the MyIndago Professional Service Terms, 3) this License and Terms of Use, and 4) the Data Processing Addendum.

12.12Export Compliance. Regardless of whether Customer is a US-based entity, Customer shall not export or re-export any of the MyIndago Website or MyIndago Beta (in whole or in part) to any country without ensuring that such export complies with the Export Administration Regulations of the U.S. Department of Commerce, or any other agency of the U.S. Government, or similar laws governing the export of software or products of any other government having jurisdiction over such export, re-export, or use, pursuant to any applicable statute, regulation, or governmental order.  Customer agrees to remain at all times in full compliance with U.S. Government export policy and regulations and failure of such compliance shall constitute a material breach of this Agreement.

12.13Press Release.  OneSource Regulatory may issue a press release regarding Customer’s entry into this Agreement, the contents of which shall be subject to Customer’s prior written consent, which shall not be unreasonably withheld, delayed or conditioned.  OneSource Regulatory may also, without consent, refer to Customer as a customer or user of the MyIndago Website and/or MyIndago Beta in marketing materials, trade shows and other promotional or industry-focused communications. 

12.14  No Draftsman’s Presumption.  The parties acknowledge that each party had the opportunity to engage counsel in connection with drafting, reviewing and negotiating this Agreement and that, accordingly, no draftsman’s presumption or similar rule of construction shall be applied to construe this Agreement in favor of or against either party. 

DATA PROCESSING ADDENDUM

This Data Processing Addendum (“DPA”) applies to the provision of services by the Processor (as defined below) to the Controller (as defined below) if the Processor processes (as defined below) personal data (as defined below).  This DPA is subject to and made part of the MyIndago License and Terms of Use or other agreement for services, if applicable (together, the “Agreement”), between the parties.  By accepting the Agreement or using the services, the Controller agrees to this DPA.  The “Processor” means OneSource Regulatory Technology, LLC, a Delaware limited liability company having a place of business at PO Box 1047, Libertyville IL, USA, 60048.  The “Controller” means the other party to the Agreement and its Affiliates.  All capitalized terms not defined in this DPA shall have the meanings set forth in the Agreement.  The Processor and the Controller, intending to be legally bound, agree as follows: 

ARTICLE 1.           PROCESSING OBJECTIVES

1.1.  "GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation), as amended or supplemented from time to time.  “Personal data,” “data subject,” “personal data breach,” “supervisory authority” and “processing” (and variations thereof) shall have the meanings assigned to them in the GDPR.

1.2.   The Processor undertakes to process personal data on behalf of the Controller in accordance with the Agreement, this DPA and the documented instructions of the Controller, including Exhibit A attached hereto. The processing will be performed exclusively within the framework of the Agreement, and for all such purposes as may be agreed to subsequently, or as otherwise required by applicable law.  

1.3.   Except as required by applicable law, the Processor shall not use the personal data for any purpose other than as specified by the Controller. The Controller will inform the Processor of any such purposes which may be prohibited by the GDPR. 

1.4.   All personal data processed on behalf of the Controller shall remain the property of the Controller and/or the applicable data subjects.

ARTICLE 2.           PROCESSOR’S OBLIGATIONS

2.1.   The Processor represents and warrants that it shall comply with applicable Privacy Laws to the extent applicable to a processor.

2.2.   Upon reasonable request, the Processor shall furnish the Controller with reasonable information regarding the measures it has adopted to comply with its obligations under this DPA.

2.3.   The Processor shall provide reasonable assistance to the Controller in fulfilling the Controller’s obligations under Articles 35 - 36 of the GDPR.

ARTICLE 3.           TRANSMISSION OF PERSONAL DATA

3.1.   The Processor may process the personal data in countries outside the European Union. The Processor may transfer the personal data to a country outside the European Union provided that such country guarantees an adequate level of protection and it satisfies the other obligations applicable to it pursuant to this DPA or as otherwise provided by the GDPR, such as through the use of model clauses or the EU-U.S. or Swiss-U.S. Privacy Shield Frameworks. 

ARTICLE 4.           ALLOCATION OF RESPONSIBILITY

4.1.   The Processor shall only be responsible for processing the personal data under the Agreement, this DPA, and otherwise in accordance with the Controller’s documented instructions which are the responsibility of the Controller. 

4.2.   The Controller represents and warrants that (i) it shall comply with all applicable data protection and privacy laws, including the GDPR (collectively, “Privacy Laws”), (ii) it has a documented valid legal basis for the processing of all personal data processed by the Processor, and (iii) the processing of all data in accordance with this DPA and the Agreement is not unlawful and does not violate any rights of a third party. 

4.3.   The Controller shall indemnify, defend, and hold harmless the Processor and its Affiliates, and its and their respective managers, directors, officers, employees and representatives from and against all out-of-pocket costs, expenses, fines, fees (including reasonable attorneys’ fees)arising from all third-party claims, demands, or proceedings arising from or related to any actual or alleged processing of personal data by the Processor on behalf of the Controller without a valid legal basis.

ARTICLE 5.           ENGAGING OF THIRD PARTIES OR SUBCONTRACTORS

5.1.   The Processor may engage any of its Affiliates as sub-processors, and the Processor and the Processor’s Affiliates may engage third-party sub-processors, provided that the Processor or the Processor Affiliate has entered into a written agreement with each such third-party sub-processor containing data protection obligations no less protective than those in this DPA with respect to the protection of the Controller’s personal data to the extent applicable to the nature of the portion of the services being provided in whole or in part by such third-party sub-processor. 

5.2.   A list of current sub-processors is available at [https://www.myindago.com/TermsCondition/Terms]. If the Processor adds new sub- processors under the general authorization set forth in this clause then the Processor shall notify the Controller by updating [https://www.myindago.com/TermsCondition/Terms].  The Controller’s continued use of the Processor’s services after such notice shall constitute the Controller’s consent to the new sub-processors, unless the Controller objects pursuant to Section 5.3 below.

5.3.   The Controller may reasonably object to the Processor’s use of a new sub-processor by notifying the Processor in writing within fifteen (15) days of the Processor’s notice pursuant to Section 5.2 above. If the Controller objects to any such new sub-processor(s), then the Processor may terminate the Agreement upon written notice to the Controller without further liability to the Controller.

5.4.   The Processor shall be liable for the acts and omissions of its sub-processors to the same extent as if the Processor were performing the services of each sub-processor directly under the terms of this DPA.

ARTICLE 6.           DUTY TO REPORT

6.1.   The Processor shall notify the Controller without undue delay after becoming aware of a personal data breach, as defined by Article 4 of the GDPR.  Such notice shall include, to the extent reasonably available to the Processor, the information required for the Controller to fulfil its obligations under Articles 33 and 34 of the GDPR. 

6.2.   The Controller shall be responsible for complying with Articles 33 and 34 of the GDPR.  However, the Processor shall provide reasonable assistance in accordance with the GDPR in notifying the relevant supervisory authorities and/or data subjects. 

ARTICLE 7.           SECURITY

7.1.   The Processor shall implement and maintain such appropriate technical and organisational measures as are required by Article 32 of the GDPR that are designed to ensure a level of security that is appropriate to the risk of harm to the data subjects that may result from the processing activities, including, as appropriate, pseudonymization and encryption of personal data, the ability to ensure the ongoing confidentiality, integrity, availability and resilience of systems, the ability to restore the availability of personal data in a timely manner in the event of a physical or technical incident, and a process for regularly evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing.

7.2.   The Processor does not guarantee that such technical and organisational measures are effective under all circumstances. The Processor will ensure that such technical and organisational measures are appropriate to the risk, taking into account the state of the art, the sensitivity of the personal data, and the costs and operational impact related to such technical and organisational measures.

7.3.   The Controller will only make the personal data available to the Processor if it is assured that the necessary technical and organisational measures have been taken. 

7.4.   The Processor will provide assistance to the Controller in fulfilling the Controller’s obligations under Article 32 of the GDPR by making information reasonable available to the Controller.

ARTICLE 8.           HANDLING REQUESTS FROM INVOLVED PARTIES

8.1.   If a data subject contacts the Processor with respect to the data subject rights under the GDPR, the Processor shall instruct the data subject to contact the Controller.  The Controller shall be responsible for responding to and complying with any such data subject’s rights requests made under the GDPR. The Processor will make good-faith efforts to assist the Controller as reasonably necessary in order to permit the Controller to comply with such requests by the data subjects.  

ARTICLE 9.           NON-DISCLOSURE AND CONFIDENTIALITY

9.1.   The Processor shall implement and maintain technical and organizational measures designed to ensure the confidentiality of the personal data to the extent required by the Agreement.  All persons authorized by the Processor to access the personal data shall have committed themselves to confidentiality where applicable.  

ARTICLE 10.        AUDIT

10.1.     Upon Controller’s request, Processor shall provide Controller with documentation demonstrating Processor’s compliance with the requirements of this Data Processing Addendum and the GDPR, which Controller agrees shall constitute confidential information of Processor.  Additionally, a supervisory authority may conduct an audit to the extent required by the GDPR. 

ARTICLE 11.        DURATION AND TERMINATION

11.1.     The Processor shall, at the Controller’s choice, destroy or return to the Controller all personal data in the Processor’s possession after the Agreement terminates or expires for any reason, unless otherwise required by applicable law.

11.2.     This DPA is entered into for the duration set out in the Agreement. This DPA shall automatically terminate upon the later of (i) the termination or expiration of the Agreement, or (ii) the return or destruction of all personal data of the Controller in the custody or control of the Processor.

11.3.     This DPA may only be amended by a written agreement signed by both parties.

11.4.     The parties will reasonably cooperate with each other to amend this DPA as necessary to comply with applicable new privacy legislation or regulations.

ARTICLE 12.        MISCELLANEOUS  

12.1.     This DPA shall be governed by the laws of the jurisdiction specified in the Agreement.  Venue for any dispute arising between the parties in connection with this DPA shall be in the courts of the jurisdiction specified in the Agreement.

12.2.     This DPA shall be construed to enable the parties to be compliant with the terms of the GDPR.

12.3.     In the case of any conflict between the Agreement and this DPA, this DPA shall control with respect to the matter in conflict.

DATA AND DATA SUBJECTS

1. Nature and purpose of the processing

The Processor shall process the personal data described below on behalf of the Data Controller:

The MyIndago Website and MyIndago Beta, operated by Processor, provides the Data Controller with a seamless, enhanced ability to access pharmaceutical regulatory information from a variety of sources.  

2. Categories of Data Subjects

·      Employees of the Controller using the services

3. Types of Personal Data

Employees:

·      Name (first and last)

·      Business email address

·      Business address, city, state/province, postal code, and country

·      IP address

·      Cookie data

·      Unique identifiers

MYINDAGOSM PRIVACY POLICY

Last Updated on April 1, 2019. This privacy policy is effective immediately.

If you receive a notice that material you posted to a OneSource Regulatory Technology product or services is being blocked or removed due to a copyright infringement allegation, you may send us a counter notice explaining why you believe the blocking or removal is in error. Again, please consult your legal counsel or review the U.S Digital Millennium Copyright Act see 17 U.S.C. Section 512 to confirm these requirements. To be effective, such notice must be in writing and include the following:

• your physical or electronic signature
• identification of the copyrighted work claimed to have been infringed
• information which will help us locate the material on our product or service
• your complete contact information, including your name, address, telephone number, and email address
• a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law
• a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located, or if you are outside the United States, the judicial district in which we are located, and that you will accept service of process from the person who contacted us regarding the alleged infringement person, or his or her agent.

Please send your notice to the OneSource Regulatory Technology Copyright Agent (see contact information below):

OneSource Regulatory Technology LLC 
Attn: Copyright Services 
PO Box 1047 
Libertyville, IL, USA 60048