Platform Agreement

In this Agreement:

“Acceptable Use Policy” means Provider’s acceptable use policy, which sets out the rules for using the Service and forms part of this Agreement. The version that applies is the one named in the Order Form, as published at www.fundframe.io/legal. Changes to it are governed by Section 14.3.

“Agreement” means this Platform Agreement, the Acceptable Use Policy, the DPA, the Order Form and, where signed, the DORA Addendum.

“Authorized User” means an individual whom Customer authorizes to access and use the Service on its behalf.

“Business Day” means a day other than a Saturday, a Sunday or a public holiday in Denmark.

“Cancellation Deadline” and “Cancellation Notice” have the meanings given in Section 3.3.

“Confidential Information” means information that one Party discloses to the other in connection with this Agreement, and that is marked as confidential or that a reasonable person would understand to be confidential, including trade secrets, business plans, pricing, software and code and, for Customer, Customer Data.

“Customer Data” means the data and other information that Customer or its Authorized Users upload or otherwise provide to the Service, including output that the Service generates from it.

“Data Processing Agreement” or “DPA” means the data processing agreement between the Parties, which governs Provider’s Processing of Personal Data on behalf of Customer and forms part of this Agreement.

“DORA” means Regulation (EU) 2022/2554 on digital operational resilience for the financial sector.

“DORA Addendum” means the DORA addendum between the Parties, where signed.

“Effective Date” means the effective date stated in the Order Form or, if none is stated, the date on which both Parties have signed it.

“Emergency Maintenance” means maintenance that Provider must carry out without delay to protect the security, integrity or availability of the Service.

“Exit Period” has the meaning given in Section 3.7, and “Exportable Data” has the meaning given in Section 3.8.

“GDPR” means Regulation (EU) 2016/679, the General Data Protection Regulation.

“Initial Term” and “Renewal Term” have the meanings given in Sections 3.1 and 3.2.

“Material Change” means a planned change by Provider that removes, or permanently and significantly reduces, the functionality of the modules specified in the Order Form. It does not include bug fixes, security patches, performance improvements, visual or interface updates, or new features.

“Non-Disclosure Agreement” means any non-disclosure agreement between the Parties.

“Order Form” means the ordering document signed by both Parties that specifies the Service, the fees and the Initial Term and any special terms agreed between the Parties (“Special Terms”), and incorporates this Platform Agreement by reference.

“Party” means Provider or Customer, and “Parties” means both of them.

“Personal Data”, “Personal Data Breach” and “Processing” have the meanings given to “personal data”, “personal data breach” and “processing” in the GDPR, and “Sub-processor” has the meaning given in the DPA.

“Scheduled Maintenance” means planned work that Provider expects to make the Service unavailable or materially degraded. Routine updates that do not cause unavailability are not Scheduled Maintenance.

“Service” means Provider’s cloud-based software platform, including related systems and documentation, as described in the Order Form.

“Subprovider” means a third party that Provider engages to help provide the Service, including any Sub-processor.

“Subscription Term” means the Initial Term or a Renewal Term.

“Support Hours” means 09:00 to 17:00 Danish time on Business Days.

“Term” means the period during which this Agreement is in force, made up of the Initial Term and any Renewal Terms.

Interpretation

“Including” means including without limitation. Headings are for convenience only and do not affect interpretation. References to Sections are to sections of this Platform Agreement unless stated otherwise.

Provision of Service

Provider will make the Service available to Customer in accordance with this Agreement, including the Acceptable Use Policy. The scope, functional description, and purpose of the Service are defined in the Order Form, which forms an integral part of this Agreement.

Authorized Users

Customer may permit the specified number of Authorized Users to access and use the Service solely for Customer’s internal business purposes. Access credentials are unique to each Authorized User and must not be shared. Customer is responsible for its Authorized Users’ use of the Service and for their compliance with this Agreement.

Subscription Structure

1. (a) The number of Authorized Users, subscription tier, and any applicable usage limits are defined in the Order Form.
2. (b) Additional Authorized Users may be added at the fee per Authorized User stated in the Order Form.
3. (c) If Authorized Users are added during a Subscription Term, Provider may charge pro-rated fees for them in the next invoice.
4. (d) If Authorized Users added during a Subscription Term increase the fee for that Subscription Term by more than 25%, Customer will receive an interim invoice for the incremental amount.

Changes to the Service

Provider may update, improve, and develop the Service from time to time. Provider will notify Customer under Section 13 (Notices) at least thirty (30) days in advance of any Material Change to the Service. If Provider makes a Material Change and does not provide substantially similar functionality, Customer may terminate this Agreement by written notice given within thirty (30) days of receiving the notification, with effect from the date the Material Change takes effect or any later date stated in the notice, but no later than the end of the current Subscription Term. Provider will then refund any fees paid in advance for the period between the effective date of termination and the end of the current Subscription Term.

Support

Unless the Order Form states otherwise, Provider provides support by email during Support Hours.

Third-Party Services

Where Customer chooses to use third-party integrations or services with the Service, those are provided by the relevant third party under its own terms. Provider is not responsible for third-party terms or availability except as expressly stated in this Agreement. This does not affect Provider’s obligations for the processing of Personal Data under the DPA.

Beta Features and API Fair Use

Any preview or beta features are optional, may change or be withdrawn, and are provided “as is” unless the Order Form states otherwise. To protect platform stability, Provider may apply reasonable rate limits and fair-use thresholds to the API. Persistent overuse may be addressed under Section 3.6 (Suspension of Service), after notice where practicable.

Initial Term

This Agreement commences on the Effective Date and continues for the subscription period stated in the Order Form, such as one month or one year (the “Initial Term”).

Auto-Renewal

Unless the Order Form states otherwise, at the end of each Subscription Term this Agreement renews automatically for a further period of the same length as the Initial Term (each a “Renewal Term”), unless a Cancellation Notice has been given by the Cancellation Deadline under Section 3.3.

Cancellation

Either Party may cancel this Agreement by written notice to the other Party (a “Cancellation Notice”). If the Cancellation Notice is given no later than thirty (30) days before the current Subscription Term ends (the “Cancellation Deadline”), this Agreement ends at the end of that Subscription Term. If it is given after the Cancellation Deadline, this Agreement renews once more and ends at the end of that Renewal Term. Where the Subscription Term is one month, the Cancellation Deadline is the day before the current Subscription Term starts, so a Cancellation Notice given during one month ends this Agreement at the end of the following month. A Cancellation Notice from Provider takes effect only at the end of a Subscription Term that ends at least ninety (90) days after the notice is given.

Ending Early

Customer may end this Agreement before the date set by Section 3.3, by stating an earlier date in its Cancellation Notice. Customer remains liable for the fees up to the date on which this Agreement would otherwise have ended under Section 3.3, and fees already paid are not refunded (Section 4.4).

Termination for Cause

Either Party may terminate this Agreement by written notice if the other Party commits a material breach and does not remedy it within thirty (30) days after receiving written notice describing the breach. A breach is material if it substantially deprives the other Party of what it could reasonably expect under this Agreement. Failure to pay an undisputed invoice when due is a material breach. Where Customer terminates this Agreement under this Section, Provider will refund the fees paid in advance for the period after termination takes effect.

Suspension of Service

Provider may suspend all or part of the Service: (i) if an undisputed invoice has not been paid within ten (10) Business Days after Provider’s written reminder; (ii) for material breach of this Agreement, including the Acceptable Use Policy, that Customer has not remedied within ten (10) Business Days after Provider’s written notice; or (iii) immediately, where needed to prevent a security risk to the Service or other customers, unlawful use, or infringement of third-party rights. In case (iii), Provider will notify Customer in advance where possible and otherwise as soon as practicable. Any suspension will be proportionate and limited to the affected part of the Service, and Provider will restore the Service promptly once the cause is resolved.

Exit Period

1. (a)Export. When this Agreement ends, for any reason, Customer has ninety (90) days to export its Exportable Data (the “Exit Period”). During the Exit Period, Provider keeps the Service available to Customer for that purpose, gives Customer and any new provider it appoints reasonable assistance, and keeps Exportable Data secure. This Agreement continues to apply to Customer’s use of the Service during the Exit Period.
2. (b)Switching. If Customer notifies Provider that it is switching to another provider or to its own systems, Provider also keeps the Service available in full until the switch is complete, for up to thirty (30) days after this Agreement ends. If thirty (30) days is technically unfeasible, Provider will notify Customer within fourteen (14) Business Days after Customer’s notice, give its reasons, and state a longer period of no more than seven (7) months. Customer may extend the period once. The Exit Period then ends no earlier than thirty (30) days after the switch is complete.
3. (c)Fees. For any period after this Agreement ends in which Provider keeps the Service available in full under Section 3.7(b), Customer pays the fees that applied immediately before this Agreement ended, pro rata and invoiced monthly in advance. Provider charges nothing else for export, assistance, switching or deletion under this Section 3.7.
4. (d)Deletion. When the Exit Period ends, or earlier on Customer’s written request, Provider deletes all Customer Data and deletes backups within a further fourteen (14) days, unless the law requires Provider to keep it. Provider confirms deletion in writing on request.

Exportable Data

“Exportable Data” means all Customer Data, including documents and data uploaded or entered and output the Service generates from them, together with the related metadata and the settings Customer has created in the Service, such as custom fields, tags, users and permissions. It does not include Provider’s own assets used to run the Service, such as source code, models, prompts, internal logs and security data, where exporting them would put Provider’s intellectual property or trade secrets at risk; this exclusion will never impede or delay switching. Exportable Data is provided in common machine-readable formats, such as CSV and JSON, together with the original uploaded files. Provider knows of no restrictions or technical limitations on switching other than those stated in this Section 3.

Survival

Any provision that by its nature is intended to continue after this Agreement ends will do so, including Section 3.7 (Exit Period), Section 4 (Fees & Payment Terms) for amounts owed, Section 5 (Intellectual Property (IP) Rights), Section 6 (Confidentiality), Section 10 (Limitation of Liability), Section 11 (Indemnification), Section 12 (Governing Law & Jurisdiction) and Section 13 (Notices).

One Order Form

Customer has one Order Form in force at a time. When the Parties sign a new Order Form, it replaces the previous Order Form from the new Order Form’s Effective Date, and the Subscription Term and Cancellation Deadline then follow the new Order Form. Special Terms in the previous Order Form continue to apply only if the new Order Form repeats them. Replacing an Order Form does not end this Agreement, and Section 3.7 (Exit Period) does not apply. Fees that Customer has paid in advance under the previous Order Form for the period after that date are credited against the fees under the new Order Form.

Fees

The fees, payment currency, billing cycle, and any additional user pricing are specified in the Order Form.

Payment Schedule & Method

Unless otherwise stated in the Order Form, fees are invoiced in advance for each Subscription Term and payable within fourteen (14) days of invoice date. If Customer does not pay an undisputed invoice when due, Provider may charge interest on the overdue amount under the Danish Interest Act (renteloven).

Taxes

Fees are exclusive of sales, use, value-added, or similar taxes. Where applicable, such taxes will be included in the invoice and are Customer’s responsibility.

No Refunds

Fees are committed for each Subscription Term and are not refunded or credited if this Agreement ends early, including under Section 3.4 (Ending Early) or Section 10.4 (Force Majeure). The only exceptions are where the law requires a refund, or where this Agreement, the Order Form, the DPA or the DORA Addendum expressly provides for one. Any refund covers fees paid in advance for the period after termination takes effect.

Provider Ownership

As between the Parties, Provider owns and will retain all rights, title, and interest in and to the Service (including all software, code, and documentation), including any enhancements or modifications.

Licence Grant

Provider grants Customer a limited, non-exclusive, non-transferable right to access and use the Service during the Term, subject to this Agreement, the Acceptable Use Policy and the Order Form.

Customer Data

Customer retains all rights in its own data. Provider is merely a custodian of Customer Data and does not claim any ownership over such data. Customer grants Provider a non-exclusive licence to process Customer Data solely to provide, secure and support the Service for Customer, as described in this Agreement and the DPA, during the Term and the Exit Period. Provider will not access, use, reproduce or disclose Customer Data except for these purposes or as expressly instructed by Customer.

Responsibility for Data

Customer represents and warrants that it owns or has the necessary rights to any data or content it submits and that such data does not infringe the rights of any third party.

No AI Training

Provider will not use Customer Data to train or fine-tune artificial intelligence models, and will not allow its Subproviders to do so.

Feedback

Provider may use suggestions and feedback about the Service from Customer and its Authorized Users freely and without compensation. This gives Provider no rights in Customer Data or Customer’s Confidential Information, and Provider will not identify Customer as the source of any feedback.

Customer Name and Logo

During the Term, Provider may identify Customer as a customer by showing Customer’s name and logo on its website and in its marketing materials, in line with any brand guidelines Customer provides. This does not allow Provider to state or imply that Customer endorses the Service, or to publish case studies, quotes or other information about Customer’s use of the Service without Customer’s prior written consent. Customer may withdraw this permission at any time by email to [email protected], and Provider will then stop any new use within thirty (30) days. Customer keeps all rights in its name and logo.

Mutual Obligations

Each Party agrees to not disclose the other Party’s Confidential Information without prior written consent by such other Party and to protect the other Party’s Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care.

Exclusions

Confidential Information does not include information that:

1. (a) is or becomes publicly available without breach of this Agreement;
2. (b) the receiving Party already lawfully knew, without an obligation of confidentiality, before receiving it from the disclosing Party;
3. (c) is lawfully obtained from a third party without breach of any confidentiality obligation; or
4. (d) is independently developed without use of the disclosing Party’s Confidential Information.

Compelled Disclosure

If a Party is required by law or court order to disclose Confidential Information, that Party will promptly notify the other Party (if legally permissible) to allow the other Party an opportunity to seek a protective order. The Party will disclose only the part of the Confidential Information it is legally required to disclose.

Permitted Disclosure

Each Party may disclose the other Party’s Confidential Information to its employees, advisers, auditors and Subproviders who need to know it for the purposes of this Agreement and who are bound by confidentiality obligations at least as protective as this Section 6. Customer may also disclose this Agreement and information about the Service to its competent authorities, including under DORA, without notice to Provider.

Duration

The obligations in this Section 6 continue for five (5) years after this Agreement ends. They continue for longer for trade secrets, for as long as the information remains a trade secret, and for Customer Data, until it has been deleted under Section 3.7 (Exit Period).

Information Security

Provider maintains an information security management system certified to ISO 27001, or an equivalent standard, throughout the Term and the Exit Period, and protects Customer Data with the technical and organisational measures described at www.fundframe.io/resources/security. Provider may update these measures but will not reduce the overall level of security. Provider notifies Customer without undue delay of any security incident that results in unauthorised access to, or loss or disclosure of, Customer Data.

Compliance

Provider, acting as a data processor on behalf of Customer, will process Customer’s Personal Data in accordance with the DPA and the GDPR.

Provider as Controller

Provider processes the names, email addresses and login details of Authorized Users and of Customer’s contact persons as an independent controller for account administration, invoicing, security and communication about the Service, and data about how the Service is used for security and for improving the Service. This processing is described in Provider’s privacy policy at www.fundframe.io/privacy and is not governed by the DPA. It never includes the content of Customer Data.

Subproviders

Provider may use Subproviders to provide the Service and is responsible for their performance as for its own, subject to Section 10 (Limitation of Liability). Provider ensures that each Subprovider is bound by obligations that protect Customer Data and Confidential Information at least as well as this Agreement.

List and Changes

Provider maintains an up-to-date list of its Subproviders in its trust center at fundframe.eu.trust.site/subprocessors. The list states, for each Subprovider, the part of the Service it is used for. A Subprovider that is used only for a particular module or feature processes Customer Data only where Customer uses that module or feature. Provider notifies Customer of changes to the list under Section 13 (Notices) at least thirty (30) days before they take effect.

Sub-processors

Where a Subprovider Processes Personal Data, it is also a Sub-processor and is subject to the DPA.

Jurisdiction and Government Access

Provider’s trust center at fundframe.eu.trust.site shows the jurisdiction to which the infrastructure used for the Service is subject. Provider describes at www.fundframe.io/resources/security the technical, organisational and contractual measures it takes to prevent international governmental access to, or transfer of, Customer Data held in the European Union where this would conflict with EU law or the national law of the relevant Member State.

Service Warranty and Availability

Provider will provide the Service with reasonable skill and care, and the Service will perform materially as described in the Order Form. If it does not, Provider will correct it within a reasonable time after Customer’s written notice, and Section 3.5 (Termination for Cause) applies if Provider fails to do so. Provider will use reasonable efforts to keep the Service available at all times, other than during Scheduled Maintenance and Emergency Maintenance. An availability target or service credits apply only where the Order Form sets them out.

Maintenance

Provider will give at least two (2) Business Days’ notice of Scheduled Maintenance, published on its status page (currently at https://fundframe.betteruptime.com) and by other reasonable means, and will carry it out outside Support Hours where practical. Emergency Maintenance may be carried out at any time, with notice given as soon as practical, including via the status page.

Disclaimer of Warranties

Except as expressly stated in this Agreement, the Service is provided on an “as is” and “as available” basis, without any warranties, whether express, implied, or statutory. Provider specifically disclaims any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Customer Responsibilities

Customer is solely responsible for the hardware and internet connection necessary to access the Service. Customer should maintain appropriate internal backups and access controls as part of its own security posture; this does not limit Provider’s obligations under this Agreement or the DPA.

AI-Generated Output

Parts of the Service use artificial intelligence to generate output, such as summaries, extracted data and answers. Such output may be incomplete or wrong and is not investment, legal, tax or other professional advice. Provider does not warrant that output is accurate or complete, and an error in output is not in itself a breach of Section 9.1. Customer is responsible for reviewing output before relying on it and for decisions made on the basis of it. Except in the case of gross negligence or wilful misconduct, Provider is not liable for loss arising from Customer’s reliance on output.

EU AI Act

For the purposes of Regulation (EU) 2024/1689 (the EU AI Act), Provider is the provider and Customer is the deployer of the AI features of the Service. Each Party will comply with the obligations that apply to it in that role. Customer’s obligations include taking measures to support the AI literacy of its Authorized Users and ensuring that output is subject to appropriate human oversight. The Service is not intended for any practice prohibited under Article 5 of the EU AI Act or for any high-risk use listed in Annex III of it, and Customer will not use it for such purposes without Provider’s prior written agreement.

Limitation

To the fullest extent permitted by law, each Party’s total liability for all claims arising out of or in connection with this Agreement is limited to the fees paid and payable under this Agreement in the twelve (12) months before the event giving rise to the claim. This limit does not apply to liability for gross negligence or wilful misconduct, or to Customer’s obligation to pay fees.

Exclusion of Damages

Except for claims arising under or in connection with Section 6 (Confidentiality) or any Non-Disclosure Agreement between the Parties, a Party is not liable for any indirect, special, incidental, consequential, or punitive damages (including loss of profits or data) unless this is expressly stated in this Agreement, even if such Party has been advised of the possibility of such damages.

Applicability

The limitations and exclusions of liability in this Section apply to the maximum extent permitted by law and regardless of the form of action, whether in contract, the general principles of Danish law governing non-contractual liability (tort), strict liability, or otherwise.

Force Majeure

Neither Party is liable for a failure or delay in performing its obligations, other than payment obligations, caused by events beyond its reasonable control, such as natural disasters, pandemics, war, terrorism, labour disputes, government action, or failures of the internet or public utilities. The affected Party must notify the other Party without undue delay and use reasonable efforts to limit the effects. This does not relieve Provider of its business continuity obligations under the DORA Addendum. If such an event prevents substantial performance for more than one month, either Party may terminate this Agreement by written notice.

By Provider

Provider will defend Customer against any third-party claim that the Service, as provided by Provider, infringes that third party’s patent, copyright or other intellectual property right, and will indemnify Customer for the damages and costs finally awarded or agreed in settlement.

By Customer

Customer will defend Provider against any third-party claim that Customer Data, or Customer’s use of the Service in breach of the Acceptable Use Policy, infringes that third party’s rights or violates applicable law, and will indemnify Provider for the damages and costs finally awarded or agreed in settlement.

Exclusions

Section 11.1 does not apply to claims arising from Customer Data, from use of the Service in breach of this Agreement, or from the combination of the Service with products or services not supplied by Provider.

Remedies

If the Service becomes, or in Provider’s opinion is likely to become, the subject of a claim under Section 11.1, Provider may at its option (i) obtain the right for Customer to continue using the Service, (ii) modify the Service so that it no longer infringes, without materially reducing its functionality, or (iii) if neither is reasonably possible, terminate this Agreement and refund the fees paid in advance for the period after termination.

Procedure

The Party seeking indemnification must notify the other Party of the claim without undue delay and give it sole control of the defence and settlement. The defending Party may not settle a claim in a way that imposes an obligation on, or admits liability for, the other Party without that Party’s prior written consent.

Governing Law

This Agreement (and any dispute arising out of it) is governed by and construed in accordance with the laws of Denmark, without regard to its conflict-of-law provisions.

Jurisdiction

Any dispute arising from this Agreement is subject to the exclusive jurisdiction of the Danish courts.

Alternative Dispute Resolution

The Parties agree to attempt to resolve any dispute amicably, including the use of mediation where feasible, prior to resorting to litigation.

From Provider

Provider gives notices through the following channels, and a notice is given on the day it is posted or sent:

1. (a) the status page (fundframe.betteruptime.com, or a successor address notified to Customer), for Scheduled and Emergency Maintenance, outages and service incidents;
2. (b) the trust center (fundframe.eu.trust.site, or a successor address notified to Customer), for changes to Subproviders and hosting locations, security updates, Material Changes, and revised versions of this Platform Agreement, the Acceptable Use Policy and the DPA, to which Customer can subscribe; and
3. (c) email to Customer’s contact person named in the Order Form, for changes to Subproviders and hosting locations, Material Changes and revised versions of this Platform Agreement, the Acceptable Use Policy and the DPA, and for matters that concern Customer only, namely invoices, suspension, termination and Personal Data Breaches, and for any other notice to Customer under this Agreement.

Where a notice is given through more than one channel, it is given on the day of the email under (c).

From Customer

Customer gives notices, including a Cancellation Notice, by email to [email protected].

Written Notice

Email counts as written notice under this Agreement.

Entire Agreement

This Agreement and any Non-Disclosure Agreement together constitute the entire agreement between the Parties on their subject matter, and supersede all prior agreements, proposals and understandings between the Parties on that subject matter.

Conflicts

If the documents conflict, the following order of precedence applies:

1. (a) the Order Form, on the commercial and subscription-specific terms it sets out and on any Special Terms;
2. (b) the DPA, on the Processing of Personal Data;
3. (c) the DORA Addendum, on DORA and ICT risk, including Provider’s obligations as an ICT third-party service provider (as defined in DORA);
4. (d) any Non-Disclosure Agreement, on confidentiality;
5. (e) this Platform Agreement, on all other matters; and
6. (f) the Acceptable Use Policy.

Amendments and New Versions

1. (a)Versions. The Order Form names the version of this Platform Agreement, the Acceptable Use Policy and the Data Processing Agreement that applies when the Order Form is signed. Provider may publish a revised version of this Platform Agreement, the Acceptable Use Policy or the Data Processing Agreement at www.fundframe.io/legal at any time.
2. (b)Signed Documents. The Order Form, the DORA Addendum and any Non-Disclosure Agreement may only be amended in writing and signed by authorised representatives of both Parties. The same applies to any amendment of this Platform Agreement other than a revised version published under this Section 14.3.
3. (c)When a Revised Version Applies. Provider will notify Customer of each revised version under Section 13 (Notices), with a summary of what has changed. Unless the Order Form states otherwise: (i) a revised version of this Platform Agreement applies to Customer from the start of the first Renewal Term that begins more than thirty (30) days after the notification, and never during a Subscription Term; and (ii) a revised version of the Acceptable Use Policy or the Data Processing Agreement applies thirty (30) days after the notification.
4. (d)Right to Object. Customer may object to a revised version by written notice to Provider before it applies. The Parties will then discuss the objection in good faith, and the previous version continues to apply to Customer in the meantime. If the objection is not resolved within thirty (30) days after Provider received it, Customer may give a Cancellation Notice within a further thirty (30) days. That Cancellation Notice is treated as given on the day Provider received the objection, so an objection received by the Cancellation Deadline ends this Agreement at the end of the current Subscription Term. If that Subscription Term has already ended, this Agreement ends on the day the Cancellation Notice is given, and Provider refunds the fees paid in advance for the period after that day. The previous version applies to Customer until this Agreement ends. If Customer does not give a Cancellation Notice within that period, the revised version applies from the end of it, or from the date under Section 14.3(c) if that is later.
5. (e)Protected Obligations. A revised version may not reduce Provider’s obligations regarding confidentiality, Customer Data or security without Customer’s written consent.

Earlier Documents

Where an Order Form, Non-Disclosure Agreement, DORA Addendum or other document signed by the Parties refers to the “Master SaaS Agreement”, the “Master Agreement” or the “Terms & Conditions”, the reference is to this Platform Agreement.

Assignment

Neither Party may assign or transfer this Agreement, or any of its rights or obligations under it, without the other Party’s prior written consent. Provider may, however, assign this Agreement without consent to a successor in connection with a merger, acquisition or sale of all or substantially all of its business or assets, provided that it notifies Customer in writing.

Effectiveness

This Agreement takes effect when an Order Form referencing it has been signed by both Parties.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, the rest of this Agreement remains in effect, and the provision is replaced by a valid provision that comes as close as possible to its original purpose.

No Waiver

A Party’s failure or delay in exercising a right does not waive that right.

Independent Parties

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between them.

No Third-Party Rights

This Agreement gives no rights to anyone other than the Parties.

Electronic Signature

Order Forms and other documents under this Agreement may be signed electronically and in counterparts.