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brightly
<br />A Siemens Company
<br />MASTER SUBSCRIPTION AGREEMENT
<br />This Master Subscription Agreement, together with any addenda, (this "Agreement') shall govern Subscriber's (as defined below) access and use of the
<br />Cloud Services (as defined below) provided by Brightly Software ("Company"). This Agreement may be accepted by either clicking a box indicating acceptance, by
<br />reseller purchase, by executing an Order that references this Agreement or by otherwise accessing or using an Offering. In the electronic service or Offering, Subscriber
<br />will be prompted to accept these terms by clicking a button. Clicking the button or using any Offering indicates that Subscriber has read, understood, and accepted
<br />this Agreement. If Subscriber does not accept, Subscriber must not use any Offering and must return any Offering to Company or its authorized reseller or partner
<br />prior to use.
<br />IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, THE INDIVIDUAL REPRESENTS
<br />THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, IN WHICH CASE THE TERMS
<br />"ACCOUNT" OR "SUBSCRIBER" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY
<br />OR DOES NOT AGREE WITH THE TERMS AND CONDITIONS SET FORTH HEREIN, THE INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE OFFERING.
<br />Section 1.0 Ordering and Use of Offerings
<br />1.1 Company Cloud Service; Subscriber -Hosted Software.
<br />(a) Company Cloud Service. Unless otherwise specified on an applicable Order, an Offering of Cloud Service shall be provided as Company -hosted, online cloud
<br />service. Company grants Subscriber a non-exclusive and non -transferable right to access and use the Offering for Subscriber's internal business purposes during the
<br />Subscription Term solely in accordance with this Agreement.
<br />(b) Subscriber -Hosted Software. Where an applicable Order sets forth a Subscriber -Hosted Software Offering, subject to the provisions of this Agreement,
<br />Company grants Subscriber a non-exclusive and non -transferable license (with no right to sublicense) to install and use the Offering for the Subscription Term. In
<br />respect of such Subscriber -Hosted Software Offering:
<br />(i) Subscriber is responsible for installing and implementing the Subscriber -Hosted Software and any updates, enhancements or modifications,
<br />except for any Professional Services set forth on an applicable Order (i.e., implementation).
<br />(ii) Subject to the terms of this Agreement, Subscriber may create copies of the Subscriber -Hosted Software to the extent strictly necessary to install
<br />and operate the Subscriber -Hosted Software for use in accordance with this Agreement, and to create backup and archival copies to the extent reasonably
<br />required in the normal operation of Subscriber systems. All such copies must include a reproduction of all copyright, trademarks or other proprietary
<br />notices contained in the original copy of the Subscriber -Hosted Software.
<br />(iii) Subscriber is responsible for providing the Environment and ensuring the Environment functions properly, and for implementing appropriate
<br />data backup and security measures. "Environment" means the systems, networks, servers, equipment, hardware, software and other material specified in
<br />Documentation or an Order an which, or in connection with which, the Subscriber —Hosted Service will be used.
<br />1.2 Ordering.
<br />(a} Ordering. The parties may enter into one or more Orders under this Agreement. Each Order is binding on the parties and is governed by the terms of this
<br />Agreement and all applicable addenda. Pursuant to an Order, Company shall grant Subscriber Account Users access or use of the Offerings during the applicable
<br />Subscription Term, including all Content contained in or made available through the Cloud Service(s). Affiliates of either party may conduct business under this
<br />Agreement by executing an Order that references this Agreement's terms.
<br />(b) Account Setup. To subscribe to the Cloud Service, Subscriber must establish its Account, which may only be accessed and used by its Account Users in
<br />accordance with any number and categories of users as set forth on the Order. To setup an Account User, Subscriber agrees to provide true and accurate information
<br />for such Account Users. Each Account User must establish and maintain personal, non -transferable Access Credentials, which shall not be shared with, or used by, any
<br />other individual. Subscriber must not create Account User(s) in a manner that intends to or has the effect of avoiding Fees, circumvents thresholds with the Account,
<br />or intends to violate the Agreement. Subscriber acknowledges that Account Users that submit declarations, notifications or orders to Company are acting on
<br />Subscriber's behalf.
<br />(c) Subscriber Responsibilities. Subscriber agrees that it shall use the Offering(s) solely for internal business purposes, and access and use of the Cloud Service(s)
<br />shall be limited to Account Users. Subscriber will ensure that its Account Users shall comply with Subscriber's obligations under this Agreement whether they are
<br />accessing Cloud Services on Subscriber's behalf, at Subscriber's invitation or by invitation of a Subscriber Account User. If Subscriber becomes aware of any violation
<br />of this Agreement by a user or any unauthorized access to any user account, Subscriber will immediately notify Company and terminate the relevant Account User or
<br />user account's access to the Cloud Service. Subscriber is responsible for any act or failure to act by any Account User or any person using or accessing the account of a
<br />user in connection with this Agreement. Subscriber acknowledges and agrees that Account Users who submit declarations, notifications or orders to Company are
<br />acting on behalf of Subscriber's behalf. Further, Subscriber shall: (i)be solely responsible for the accuracy, and appropriateness of all Subscriber Data and Subscriber
<br />Content created by Account Users using the Cloud Service; (ii) access and use the Cloud Service solely in compliance with any applicable Documentation and all
<br />applicable laws, rules, directives and regulations (including those relating to export, homeland security, anti -terrorism, data protection and privacy); (iii) allow e-mail
<br />notifications generated by the Cloud Service on behalf of Subscriber's Account Users to be delivered to Subscriber's Account Users; and (vi) take responsibility for the
<br />security of Subscribers' systems, including the software on Subscriber's systems, and take commercially reasonable steps to exclude malware, viruses, spyware and
<br />trojans from Cloud Services.
<br />(d) Usage Restrictions. Subscriber agrees that it shall not, and shall not permit any Account User or Third Party accessing by, through or at Subscriber direction,
<br />or on its behalf to, directly or indirectly: (i) modify, copy, create derivative works or attempt to derive the source code of the Cloud Service; (ii) assign, sublicense,
<br />distribute or otherwise make available the Cloud Service, to any Third Party, including on a timesharing, software -as -a -service or other similar basis; (iii) share Access
<br />Credentials or otherwise allow access or use the Cloud Service to provide any service bureau services or any services on a similar basis; (iv) use the Cloud Service in a
<br />way not authorized in writing by Company or for any unlawful purpose; (v) use the Cloud Service to store or transmit infringing, libelous, or otherwise unlawful or
<br />tortious material, or to store or transmit material in violation of Third Party privacy rights; (vi) attempt to tamper with, alter, disable, override, or circumvent any
<br />security, reliability, integrity, accounting or other mechanism, restriction or requirement of the Cloud Service; (vii) remove, obscure or alter any copyright, trademark,
<br />patentor proprietary notice affixed or displayed by or in the Cloud Service; (viii) perform Toad tests, network scans, penetration tests, ethical hacks or any other security
<br />auditing procedures on the Cloud Service; (ix) interfere with or disrupt the integrity or performance of the Cloud Service or the data contained therein; (x) access or
<br />use the Cloud Service in order to replicate applications, products or services offered by Company and/or otherwise build a competitive product or service, copy any
<br />features, functions or graphics of the Cloud Service or monitor the availability and/or functionality of the Cloud Service for any benchmarking or competitive purposes;
<br />(xi) under any circumstances, through a Third Party application, a Subscriber application or otherwise, repackage or resell the Cloud Service, or any Company Content;
<br />(xii) store, manipulate, analyze, reformat, print, and display Company Content for personal use; and {)tiii) upload or insert code, scripts, batch files or any other form of
<br />Rev. Oct. 2023
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