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Terms and Conditions

Privacy Policies

Terms and Conditions

Last Updated : November 15, 2023
Last Reviewed : November 15, 2023

These Terms and Conditions (“Terms”) govern access to and use of the websites, software, platforms, applications, APIs, products, and services (collectively, the “Services”) provided by Innovit (“Innovit,” “Company,” “we,” “us,” or “our”).  By accessing or using the Services, you agree to be bound by these Terms. If you are accepting these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms.

DEFINITIONS

1.1

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

1.2

"Authorized User" means an employee, contractor, agent, or representative authorized by Customer to access and use the Services.

1.3

"Customer" means the legal entity entering into an agreement with Innovit for use of the Services.

1.4

"Customer Data" means any data, content, files, information, or materials submitted to the Services by Customer or its Authorized Users.

1.5

"Documentation" means any user manuals, technical documentation, specifications, knowledge base articles, or support materials made available by Innovit.

1.6

"Subscription Term" means the period during which Customer is authorized to access and use the Services.

ACCEPTANCE OF TERMS

2.1

By accessing, browsing, registering for, purchasing, or using the Services, Customer agrees to comply with:

(a)These Terms;
(b)Any applicable Order Form or Subscription Agreement;
(c)Our Privacy Policy;
(d)Our Acceptable Use Policy;
(e)Applicable laws and regulations.

If Customer does not agree to these Terms, Customer must immediately discontinue use of the Services.

ELIGIBILITY

3.1

The Services are intended solely for business and commercial use.
Customer represents and warrants that:

(a)It has full legal capacity and authority to enter into these Terms;
(b)Its representatives are authorized to act on its behalf;
(c)Its use of the Services complies with applicable laws.

The Services are not intended for consumer or personal use unless expressly stated otherwise.

SERVICES

Innovit provides enterprise software products, SaaS platforms, APIs, consulting services, support services, integrations, and related technology solutions.  Innovit may modify, update, enhance, discontinue, or replace portions of the Services from time to time, provided such changes do not materially reduce the core functionality purchased by Customer.

ACCOUNT REGISTRATION

5.1

Customer is responsible for:

(a)Maintaining accurate account information;
(b)Safeguarding login credentials;
(c)Restricting unauthorized access;
(d)All activities occurring under Customer accounts.

Customer shall promptly notify Innovit of any suspected unauthorized use or security incident.

LICENSE AND PERMITTED USE

6.1

Subject to payment of applicable fees and compliance with these Terms, Innovit grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term solely for Customer's internal business operations.
Except as expressly permitted, Customer shall not:

(a)Copy, reproduce, distribute, or publicly display the Services;
(b)Reverse engineer, decompile, or disassemble the Services;
(c)Modify or create derivative works;
(d)Circumvent security mechanisms;
(e)Remove proprietary notices;
(f)Resell, lease, rent, sublicense, or provide access to third parties;
(g)Use the Services to develop competing products.

All rights not expressly granted are reserved by Innovit.

CUSTOMER RESPONSIBILITIES

7.1

Customer shall:

(a)Use the Services in compliance with applicable laws;
(b)Maintain adequate security controls;
(c)Ensure Authorized User compliance;

FEES AND PAYMENT

8.1

Fees are specified in applicable order forms, subscription agreements, or quotations.
Unless otherwise stated:

(a)Fees are non-refundable.
(b)Invoices are payable in accordance with the applicable payment terms.
(c)Late payments may incur interest at the maximum rate permitted by applicable law.
(d)Customer is responsible for all applicable taxes, excluding taxes based on Innovit's income.

Innovit may suspend Services for overdue accounts after providing reasonable notice.

DATA PRIVACY AND SECURITY

Innovit processes Customer Data in accordance with applicable privacy laws and its Privacy Policy.  
Innovit implements commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data.  Customer acknowledges that no system can guarantee absolute security.

CONFIDENTIALITY

10.1

Each party agrees to protect Confidential Information using at least the same degree of care used to protect its own confidential information.
Confidential Information shall not include information that:

(a)Is publicly available;
(b)Was lawfully known before disclosure;
(c)Is independently developed;
(d)Is lawfully obtained from a third party.

Confidentiality obligations survive termination for five (5) years, or longer where required by law.

CUSTOMER DATA

11.1

Customer retains all rights, title, and interest in Customer Data.
Customer grants Innovit a limited right to host, process, transmit, analyze, and use Customer Data solely to provide, secure, improve, and support the Services. Innovit may use aggregated and anonymized data that cannot reasonably identify Customer for analytics, benchmarking, research, security, and product improvement purposes.

ACCEPTABLE USE POLICY

Customer and Authorized Users shall not use the Services to:

12.1

Illegal Activities

(a)Violate laws or regulations;
(b)Facilitate criminal conduct;
(c)Promote fraud or deception.

12.2

Security Violations

(a)Attempt unauthorized access;
(b)Probe or test vulnerabilities without authorization;
(c)Introduce malware, ransomware, spyware, or harmful code;
(d)Interfere with networks or systems.

12.3

Abuse of Services

(a)Engage in denial-of-service attacks;
(b)Overload or disrupt infrastructure;
(c)Circumvent usage limits;
(d)Use automated means beyond authorized API access.

12.4

Intellectual Property Violations

(a)Infringe copyrights, trademarks, patents, or trade secrets;
(b)Upload unauthorized content;
(c)Misappropriate proprietary information.

12.5

Harmful or Offensive Content

(a)Harassment;
(b)Threats;
(c)Defamation;
(d)Hate speech;
(e)Obscene or unlawful content.

12.6

Misrepresentation

(a)Impersonate another individual or entity;
(b)Falsify identity information;
(c)Mislead users regarding source or ownership.

12.7

Customer may not use the Services for competitive benchmarking, monitoring, or development of competing products without prior written consent.
Innovit may investigate suspected violations and suspend or terminate access immediately when necessary to protect the Services, customers, or third parties.

INTELLECTUAL PROPERTY RIGHTS

The Services, software, source code, object code, interfaces, APIs, documentation, designs, content, and technology are owned by Innovit or its licensors and are protected by intellectual property laws worldwide.
No ownership rights are transferred to Customer.

TRADEMARK POLICY

14.1

Innovit Marks
Innovit names, logos, slogans, product names, service names, graphics, trade dress, and branding elements ("Innovit Marks") are the exclusive property of Innovit or its licensors.
No right or license to use any Innovit Mark is granted except as expressly authorized in writing.

14.2

Prohibited Uses
Without prior written consent, users may not:

(a)Use Innovit Marks in company names;
(b)Use Innovit Marks in domain names;
(c)Use Innovit Marks in social media handles;
(d)Use confusingly similar branding;
(e)Suggest endorsement or affiliation.

14.3

Authorized Use

(a)Use Follow Innovit brand guidelines;
(b)Use Preserve trademark notices;
(c)Use Avoid misleading implications.

14.4

Trademark Complaints

Trademark infringement reports should be sent to:

Legal Department
Innovit
Email: legal.affairs@innovit.com

Reports should include:

(a)Trademark owner information;
(b)Registration details (if applicable);
(c)Description of alleged infringement;
(c)Supporting evidence.

COPYRIGHT POLICY

15.1

Ownership
All website content, software, documentation, graphics, designs, text, audio, video, and other materials are protected by copyright and related laws.
All rights are reserved.

15.2

Copyright Complaints
Innovit respects intellectual property rights and responds to valid copyright complaints.
To submit a copyright notice, provide:

(a)Contact information;
(b)Description of copyrighted work;
(c)Identification of allegedly infringing material;
(c)Statement of good-faith belief;
(e)Statement under penalty of perjury;
(f)Physical or electronic signature.

Notices may be sent to:

Copyright Agent

legal.affairs@innovit.com

15.3

Repeat Infringers
Innovit reserves the right to suspend or terminate accounts of repeat infringers.

THIRD-PARTY SERVICES

16.1

The Services may integrate with third-party platforms, applications, or services.
Innovit is not responsible for:

(a)Third-party products;
(b)Third-party content;
(c)Third-party privacy practices;
(d)Third-party service interruptions.

Use of third-party services is governed by their own terms.

BETA SERVICES

Innovit may offer beta, preview, evaluation, or experimental features.Such features are provided “AS IS” and may be modified or discontinued at any time.
Innovit makes no guarantees regarding beta services.

WARRANTIES DISCLAIMER

18.1

EXCEPT AS EXPRESSLY PROVIDED IN A WRITTEN AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."
INNOVIT DISCLAIMS ALL WARRANTIES, INCLUDING:

(a)MERCHANTABILITY;
(b)FITNESS FOR A PARTICULAR PURPOSE;
(c)NON-INFRINGEMENT;
(d)AVAILABILITY;
(e)ERROR-FREE OPERATION.

Innovit does not guarantee uninterrupted or error-free operation.

LIMITATION OF LIABILITY

19.1

TO THE MAXIMUM EXTENT PERMITTED BY LAW:
IN NO EVENT SHALL INNOVIT BE LIABLE FOR:

(a)INDIRECT DAMAGES;
(b)INCIDENTAL DAMAGES;
(c)SPECIAL DAMAGES;
(d)CONSEQUENTIAL DAMAGES;
(e)LOST PROFITS;
(f)LOST REVENUE;
(g)BUSINESS INTERRUPTION.

INNOVIT'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO INNOVIT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
These limitations apply regardless of legal theory.

INDEMNIFICATION

20.1

Customer shall defend, indemnify, and hold harmless Innovit and its affiliates from claims arising from:

(a)Customer Data;
(b)Customer misuse of Services;
(c)Violation of these Terms;
(d)Violation of applicable laws;
(d)Infringement caused by Customer content.

SUSPENSION

21.1

Innovit may suspend access where:

(a)Required by law;
(b)Necessary to prevent security risks;
(c)Customer violates these Terms;
(d)Payment obligations are overdue.

TERMINATION

22.1

Either party may terminate for material breach not cured within thirty (30) days after written notice.
Upon termination:

(a)Access rights cease;
(b)Outstanding fees become due;
(c)Applicable data retention and deletion procedures apply.

EXPORT COMPLIANCE

Customer agrees to comply with all applicable export control and sanctions laws. Customer shall not export, re-export, transfer, or use the Services in violation of applicable restrictions.

ANTI-BRIBERY AND COMPLIANCE

Customer agrees to comply with all applicable anti-corruption, anti-bribery, anti-money laundering, and trade compliance laws.

GOVERNING LAW

Unless otherwise specified in an executed agreement, these Terms shall be governed by the laws of the jurisdiction in which Innovit is incorporated, excluding conflict-of-law principles.

DISPUTE RESOLUTION

The parties shall first attempt to resolve disputes through good-faith negotiations.
If unresolved, disputes may be submitted to binding arbitration or competent courts as specified in the applicable Order Form or Master Subscription Agreement.

FORCE MAJEURE

27.1

Neither party shall be liable for delays or failures caused by events beyond reasonable control, including:

(a)Natural disasters;
(b)War;
(c)Terrorism;
(d)Labor disputes;
(e)Government actions;
(f)Internet outages;
(g)Utility failures.

CHANGES TO TERMS

Innovit may update these Terms periodically.
Material changes will be communicated through the website, Services, or other reasonable means.

Continued use of the Services constitutes acceptance of updated Terms.

GENERAL PROVISIONS

These Terms constitute the entire agreement regarding the Services unless superseded by a signed written agreement.
If any provision is held unenforceable, the remaining provisions shall remain in effect.

Failure to enforce any provision shall not constitute waiver.

Customer may not assign these Terms without Innovit’s prior written consent. Innovit may assign these Terms in connection with merger, acquisition, or corporate reorganization.

CONTACT INFORMATION

Innovit
Legal Department
Email: legal.affairs@innovit.com

For legal notices, trademark complaints, copyright claims, or compliance inquiries, contact the Legal Department using the information above.

Multi-Tenancy SaaS Agreement

Last Modified date: November 15, 2023
Last Reviewed date: November 15, 2023

AGREEMENT

DEFINITIONS

1.1

“Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by or is under common control with, such Party. For the purposes of this paragraph, “control” of an entity means possession, directly or indirectly, of more than fifty percent (50%) of the stock or equity of such entity entitled to vote in the election of directors (or, if such entity is not a corporation, for the election of the corresponding managing authority).

1.2

“Authorized User” means an Eligible User who is authorized by Customer to use the Cloud-Hosted Solution.

1.3

“Cloud-Hosted Solution” means, collectively, the multi-tenant master data management systems listed in the Product Schedule, which are hosted on the public cloud.

1.4

“Documentation” means Innovit’s standard end-user documentation for the Cloud Hosted Solution and any updates thereto that may be provided by Innovit to Customer.

1.5

“Effective Date” means the Effective Date specified in the Product Schedule.

1.6

“Eligible Users” means (a) employees of Customer and its Affiliates, (b) individual contractors of Customer and its Affiliates (i.e., contractors that are engaged by Customer and its Affiliates in their capacity as individuals), and (c) employees of Customer Contractors. “Customer Contractor” means a third party engaged by Customer that (a) has agreed in writing with Customer to comply with industry-standard confidentiality provisions and all of the terms and conditions of this Agreement relating to the use of the Cloud-Hosted Solution to the same extent that such terms and conditions apply to Customer and (b) is not a competitor of Innovit.

PROVISION OF CLOUD-HOSTED SOLUTION

2.1

Subscription Period. During the Subscription Period, Innovit will make the Cloud-Hosted Solution available to Customer, subject to any usage parameters specified in the Product Schedule, and will provide to Customer the support services described in Exhibit A (“Support Services”).

(a)“Subscription Period” means (i) the twelve (12) month period commencing on the Effective Date, or such other period as may be specified in the Product Schedule (“Initial Subscription Period”) and (ii) consecutive twelve (12) month periods thereafter (each a “Renewal Subscription Period”), provided that if either Party provides written notice of non-renewal to the other Party at least sixty (60) days prior to the start of any Renewal Subscription Period, the Subscription Period will end immediately prior to the start of such Renewal Subscription Period.

2.2

License. Subject to the terms and conditions of this Agreement, Innovit hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to do the following during the Subscription Period: (a) permit Authorized Users to access and use the Cloud-Hosted Solution solely for the internal business purposes of Customer and Customer Affiliates, subject to any usage parameters specified in the Product Schedule; and (b) make a reasonable number of copies of the Documentation, and permit Authorized Users to use such copies in connection with their permitted use of the Cloud Hosted Solution.

2.3

Service Levels. Innovit will use a reputable services provider (the “Provider”) to host the Cloud-Hosted Solution. Innovit will maintain a service level agreement with the Provider as specified in Exhibit B.

2.4

Data Security. Innovit will implement and maintain an industry-standard information security program with administrative, physical, and technical safeguards designed to protect the integrity of the data processed and stored on the Cloud-Hosted Solution.

2.5

Suspension. Without limiting any other rights or remedies that Innovit may have, Innovit may suspend access to the Cloud-Hosted Solution, in whole or in part, without liability: (a) in the event of any breach of security, denial of service attack, flood ping or other malicious act by a third party; (b) if Innovit believes in good faith that use of the Cloud Hosted Solution by Customer or any Authorized User presents a material security risk or will interfere materially with the proper continued operation of the Innovit’s data center or network; (c) if Customer or any Authorized User commits a breach of Section 4 or 5; or (d) pursuant to an order from a court or governmental entity.

USER ACCOUNTS

3.1

Creation. Customer may create (and Innovit may create for Customer) user accounts on the Cloud-Hosted Solution (“User Accounts”), provided that Customer will not create or request a User Account for any individual who is not an Eligible User.

3.2

Access Credentials. Customer and its Authorized Users will keep confidential all passwords and other credentials that are used to access the Cloud-Hosted Solution (“Access Credentials”).

3.3

No Account Sharing. Customer will not permit any use (whether concurrent or non concurrent) of any User Account (a) by any individual who is not an Authorized User, or (b) by more than one Authorized User, provided that Customer may reassign a User Account from one Authorized User to another Authorized User if, after such reassignment, the original Authorized User no longer has access to the User Account.

3.4

Responsibility. Customer will be solely responsible for (a) all use of the Cloud-Hosted Solution through User Accounts (including any such use by individuals who are not Authorized Users), whether or not Customer has knowledge of, or consented to, such use, and (b) the security of User Accounts and any information or data transmitted, stored or received using the Cloud-Hosted Solution. Customer will notify Innovit immediately if Customer becomes aware of any unauthorized use of or access to the Cloud-Hosted Solution, or any compromise of the security of any User Account or the Cloud-Hosted Solution. Innovit will have no obligation to monitor any access to or activity under any User Accounts.

USE OF CLOUD-HOSTED SOLUTION

4.1

Acceptable Use Policy. Customer and its Authorized Users will comply with Innovit’s acceptable use policy located at http://www.innovit.com/acceptable-use-policy (“AUP”) in connection with the use of the Cloud-Hosted Solution. Customer will indemnify Innovit against any claims brought by any third party arising out of any violation or failure of Customer or any Authorized Users to comply with the AUP.

4.2

Compliance with Laws. Customer and its Authorized Users will comply with all applicable laws, rules and regulations in connection with the use of the Cloud Hosted Solution.

4.3

Restrictions. Customer and its Authorized Users will not, and will have no right to, do any of the following:

(a)permit access to, or use of, the Cloud-Hosted Solution by any individuals who are not Authorized Users, or distribute, disclose or otherwise provide any Documentation to any such individuals;
(b)use the Cloud-Hosted Solution or Documentation for (i) third party training, commercial time-sharing, rental or service bureau use, (ii) any development, marketing, distribution or exploitation of any products or services that are competitive with the Cloud-Hosted Solution, or (iii) any other purposes other than Customer’s internal business purposes;
(c)intentionally or knowingly interfere with the use of the Cloud-Hosted Solution by any other users thereof, or otherwise disrupt the integrity or performance of the Cloud Hosted Solution;
(d)reproduce, modify, prepare derivative works based on, publicly display, publicly perform, or otherwise exploit any elements or portions of the Cloud-Hosted Solution, including any design elements of the screens or other user interfaces thereof;
(e)extract, copy, or otherwise access any software code that is part of, or that operates or supports the operation of, the Cloud-Hosted Solution, or attempt to any of the foregoing;
(f)disclose the results of any benchmark tests or other comparisons of the Cloud Hosted Solution to third parties; or
(g)authorize, instruct or assist any other persons to do or attempt to do any act prohibited under this Section 4.3

4.4

Responsibility for Authorized Users. Customer will ensure that Authorized Users comply with the provisions of Sections 3, 4 and 5. Customer will be solely responsible and liable to Innovit for (a) all use of the Cloud-Hosted Solution (whether or not Customer has knowledge of, or consented to, such use) by Authorized Users, or by any third parties that gain access to the Cloud-Hosted Solution using any Access Credentials, and (b) all acts and omissions by Authorized Users that, if committed by Customer, would be a breach of Sections 3, 4 and 5.

SUBMITTED MATERIALS

5.1

Definition. “Submitted Materials” means all data, electronic files, documents, content and other information and materials that are entered into or uploaded to the Cloud Hosted Solution, or otherwise provided to Innovit, by Customer or any Authorized Users.

5.2

License to Innovit. Customer hereby grants to Innovit (and its applicable contractors and service providers) a non-exclusive, worldwide, royalty-free license to use, reproduce, prepare derivative works of, transmit, distribute, and perform and display (publicly and otherwise) all Submitted Materials solely in connection with providing the Cloud-Hosted Solution to Customer and its Authorized Users.

5.3

Prohibited Content. Customer and its Authorized Users will not, and will not authorize or assist any third party to, upload to the Cloud-Hosted Solution, or otherwise use the Cloud-Hosted Solution to process, store, transmit, publish or otherwise display or distribute, any content that is prohibited by the AUP (“Prohibited Content”). In addition to any other rights afforded to Innovit at law or in equity, Innovit reserves the right to remove or disable access to Prohibited Content from the Cloud-Hosted Solution.

5.4

No Innovit Responsibility. Innovit will have no responsibility to screen for, detect, or take action with respect to, and Innovit will not otherwise have any obligations or liabilities in connection with, any problems with any Submitted Materials, including any errors, omissions or Prohibited Content. Without limitation of the foregoing, Innovit reserves the right to prohibit any conduct or to remove any Submitted Materials that are Prohibited Content, that are in violation of the AUP, that Innovit believes in its sole discretion to be illegal or potentially harmful to others, or that may expose Innovit to harm or liability.

5.5

System Information. Customer and its Authorized Users will not, and will have no right to, disclose any Confidential System Information to any third parties, or use any Confidential System Information for any purpose other than the evaluation of the Cloud-Hosted Solution. “Confidential System Information” means, collectively, (a) the results of any testing or evaluation of the Cloud-Hosted Solution (including, without limitation, any benchmark tests or other comparisons of the Cloud-Hosted Solution with any other software, hardware or other products) conducted by Customer or any Authorized Users, and (b) any other information regarding the features, specifications or performance of the Cloud-Hosted Solution that is not published or otherwise disclosed to the public by Innovit.

5.6

Feedback. If Customer or any Authorized User provides Innovit with any feedback (including any ideas or suggestions for new features or other improvements) regarding the Cloud-Hosted Solution, Innovit will be free to implement and otherwise use such feedback for any purpose, without restriction and without compensation or attribution to Customer or any Authorized Users.

FEES

6.1

Subscription Fees. Customer will pay the fees specified in the Product Schedule, as may be modified in accordance with Section 6.2 below (“Subscription Fees”). Unless otherwise specified in the Product Schedule, the Subscription Fees for each Subscription Period will be invoiced on the first day of such Subscription Period, and Customer will pay such Subscription Fees within thirty (30) days of the invoice date.

6.2

Fee Increases. Innovit may increase the Subscription Fees applicable to any Renewal Subscription Term by providing Customer with notice of such increase at least sixty (60) days prior to the start of such Renewal Subscription Term.

6.3

Taxes. No Subscription Fees include any governmental taxes, duties, levies or other charges of any kind, including sales, use, value-added, excise, property, franchise, income or withholding taxes (collectively, “Taxes”). Customer will pay all Taxes based on any transactions or payments under this Agreement, other than taxes imposed or based on Innovit’s net income. All amounts payable hereunder by Customer will be paid without deduction or withholding for or on account of any present or future Taxes.

6.4

Records; Audit.

(a)
During the period in which this Agreement remains in effect and for a period of at least three (3) years after the termination of this Agreement, Customer and its Affiliates will keep and maintain complete and accurate books and records relating to this Agreement, and Innovit may, by not less than five (5) days' notice and no more than once per year, audit compliance by Customer, Customer Affiliates and Authorized Users with the terms and conditions of this Agreement (including without limitation, the payment of all applicable fees) during normal business hours. Customer and its Affiliates will provide Innovit such access and assistance as is reasonably necessary to conduct such audit, and without limiting any other remedies that Innovit may have:
- (i)Customer agrees to pay any Subscription Fees that the audit identifies are due and payable to Innovit in accordance with this Agreement; and
- (ii)where an audit conducted under this Section 6.4 reveals Customer is in material breach of this Agreement, Customer shall pay Innovit's reasonable expenses incurred in conducting the audit.
(b) All audits conducted pursuant to this Section 6.4 will be undertaken on a confidential basis. If requested by Customer, Innovit agrees to require that all persons involved in an audit pursuant to this Section 6.4 execute a confidentiality agreement in a form reasonably acceptable to Customer in relation to any Customer confidential information accessed during such audit.

OWNERSHIP

7.1

As between Innovit and Customer, Innovit and/or its licensors will own, and will retain ownership of, all right, title and interest (including all intellectual property rights) in and to the Cloud-Hosted Solution (including, without limitation, all software that makes the Cloud-Hosted Solution available, the look and feel of all screens and other user interfaces in the Cloud-Hosted Solution, and all content displayed or otherwise made available on the Cloud-Hosted Solution, but excluding Submitted Materials) and Documentation.

7.2

Except as expressly set forth in this Agreement, Innovit grants no licenses or other rights in or to the Cloud-Hosted Solution or Documentation (whether by implication, estoppel, or otherwise) to Customer or any third parties. All rights not expressly granted to Customer are retained by Innovit and its licensors.

7.3

Customer will ensure that all copies of the Documentation will contain all copyright, trademark, patent, confidentiality and other notices in the same manner as such notices appear on or in the Documentation as provided to Customer. Customer will not remove, alter, cover or obfuscate any such notices placed on or in the Documentation.

DISCLAIMER

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INNOVIT DOES NOT MAKE, AND INNOVIT HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES (WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) IN RELATION TO THE CLOUD-HOSTED SOLUTION, DOCUMENTATION, SUPPORT SERVICES, OR ANY OTHER PRODUCTS, SERVICES OR MATERIALS PROVIDED BY OR FOR INNOVIT IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR NONINFRINGEMENT, OR ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

INDEMNIFICATION

9.1

Innovit shall (a) defend Customer against (or at Innovit’s option settle) any claim asserted by a third party against Customer in a lawsuit or similar legal proceeding alleging that the use of the Cloud-Hosted Solution (in the form delivered by Innovit to Customer) by Customer as permitted under this Agreement infringes such third party’s intellectual property rights (a “Claim”) such Claim, and (b) indemnify and hold Customer Harmless from and against any damages finally awarded to such third party against Customer in such legal proceeding for such Claim (or any amounts agreed to by Innovit and such third party in settlement of such Claim); provided that:

(a)Customer notifies Innovit in writing promptly after receiving notice of such Claim;
(b)Customer grants to Innovit sole control and authority over the defense and settlement of such Claim; and
(c)At Innovit’s expense, Customer provides reasonable assistance and cooperation to Innovit in Innovit’s efforts to defend or settle such Claim.

9.2

Notwithstanding the foregoing, Innovit will have no obligations under Section 9.1 in connection with any Claim to the extent such Claim arises from or relates to: (a) the use of any release of the Cloud-Hosted Solution other than the then-current, unaltered release; (b) the combination, operation or use of the Cloud-Hosted Solution with software, hardware or data not provided by Innovit; (c) the use of the Cloud-Hosted Solution other than in the manner specified in the Documentation; or (d) the use of the Cloud-Hosted Solution in a manner not authorized by this Agreement. In addition, Innovit will have no obligations under Section 9.1 if Customer is in breach of its payment obligations under Section 6.

9.3

Customer will promptly install any mandatory update to the Cloud-Hosted Solution issued by Innovit that is designed to avoid or reduce the likelihood of infringement by the Cloud Hosted Solution. If Customer’s use of the Cloud-Hosted Solution is enjoined by a court of competent jurisdiction, Innovit may, at its option:

(a)procure for Customer a right to continue using the Cloud-Hosted Solution; or
(b)modify the Cloud-Hosted Solution so that it is non-infringing; or
(c)terminate this Agreement and refund to Customer the unused Subscription Fees, i.e., any such Subscription Fees that were prepaid by Customer covering the period following the termination date.

9.2

Notwithstanding anything to the contrary, this Section 9 states the entire liability and obligations of Innovit, and the sole and exclusive remedy of Customer, in connection with any infringement or misappropriation of intellectual property rights, and any claims thereof, arising out of or related to the Cloud-Hosted Solution.

9.2

Customer will indemnify, defend and hold harmless Innovit and its officers, directors, agents, service providers and suppliers from and against all claims, liabilities, damages, losses, costs and expenses (including, but not limited to, reasonable attorneys’ fees) arising from or related to: (a) any claim, suit or proceeding that any Submitted Materials are or contain Prohibited Content, or that the manner in which Customer or any Authorized Users make use of the Cloud-Hosted Solution infringes, misappropriates or otherwise violates any intellectual property rights, privacy rights or other rights of any person; or (b) any civil or criminal violations of law or governmental regulations occurring due to acts or omissions of Customer or any Authorized Users.

LIMITATION OF LIABILITY

10.1

IN NO EVENT WILL INNOVIT BE LIABLE UNDER ANY LEGAL THEORY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOSS OF PROFITS, DATA OR BUSINESS, IN CONNECTION WITH THE CLOUD-HOSTED SOLUTION OR THIS AGREEMENT, EVEN IF INNOVIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2

INNOVIT’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE CLOUD-HOSTED SOLUTION AND ALL OTHER ASPECTS OF THIS AGREEMENT WILL NOT EXCEED THE SUM OF ALL SUBSCRIPTION FEES PAID BY CUSTOMER TO INNOVIT IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY.

10.3

The liability limitations specified in this Section 10 will apply notwithstanding any failure of essential purpose of any limited remedy provided herein.

TERM AND TERMINATION

11.1

This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with another provision of this Agreement, shall continue until the expiration of the Subscription Period.

11.2

Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party commits any material breach of this Agreement and fails to remedy such breach within thirty (30) calendar days of written notice of such breach from the terminating Party.

11.3

On termination of this Agreement howsoever occurring:

(a)Customer must immediately cease to use and destroy all copies of the Documentation in its possession or control;
(b)Innovit’s obligation to provide Support Services shall cease, and if this Agreement is terminated by Customer pursuant to Section 11.2 due to Innovit’s uncured material breach of this Agreement, Customer shall be entitled to a refund of any unused Subscription Fees, i.e., any Subscription Fees that were prepaid by Customer covering the period following the termination date;
(c)the licenses granted under this Agreement will immediately terminate; and
(c)the rights and obligations of the parties under Sections 4.1, 5.5, 5.6, 6.1 (with respect to any unpaid Subscription Fees), 6.3, 6.4, 7, 9, 10, 11.3, 12, 13, and 14 will survive such termination.

RESOLUTION OF DISPUTES

12.1

The parties record their intention that, if any dispute or difference arises out of or in relation to this Agreement, the parties will attempt first to resolve the dispute in a spirit of good faith and on a commercially realistic basis by negotiation.

12.2

Any dispute, controversy or claim arising out of or relating to this Agreement not resolved within fourteen (14) days by the parties will be settled exclusively by arbitration in San Francisco, California in accordance with the then-prevailing Commercial Arbitration Rules of the American Arbitration Association. Judgment upon the award rendered by such arbitration will be final and binding upon the parties and may be entered in any court having jurisdiction. The arbitrator(s) will not have the power to add to, subtract from or otherwise modify any provision of this Agreement, to grant any extension or renewal of this Agreement, or to award damages or other remedies expressly prohibited by the Agreement. Notwithstanding the foregoing, each Party will have the right to seek injunctive or other equitable relief at any time from any court of competent jurisdiction.

ASSIGNMENTS AND TRANSFERS

Neither Party may assign, delegate or otherwise transfer this Agreement or any of its rights or obligations under this Agreement (whether voluntarily, by operation of law or otherwise) without the other Party’s prior written consent; provided, however, that (a) Innovit may (without having to obtain Customer’s consent) assign this Agreement, together with all of its rights and obligations hereunder, to any Affiliate of Innovit, and (b) either Party may (without having to obtain the other Party’s consent) assign this Agreement, together with all of its rights and obligations hereunder, to any third party (excluding any competitor of Innovit, if Customer is the assigning Party) that acquires (whether by asset purchase, merger or other transaction or series of transactions) all or substantially all of such Party’s business relating to the Cloud-Hosted Solution. Any attempted assignment, delegation or other transfer prohibited by the foregoing will be null and void. Subject to the foregoing, this Agreement will inure to the benefit of and bind each Party’s successors and assigns.

MISCELLANEOUS

14.1

In this Agreement, unless the contrary intention appears:

(a)the singular includes the plural and vice versa;
(b)all monetary amounts are in United States dollars;
(c)a reference to time is to local time in California an
(c)a reference to any thing or amount is a reference to the whole and each part of it.

14.2

Headings are for convenience only and do not affect the interpretation of this Agreement.

14.3

This Agreement is not intended to create a relationship of partnership, joint-venture or agency between the parties and neither Party may hold itself out as being so related.

14.4

A single or partial exercise or waiver of a right relating to this Agreement will not prevent any other exercise of that right or the exercise of any other right. A Party will not be liable for any loss, cost or expense of any other Party caused or contributed to by the waiver, exercise, attempted exercise, failure to exercise or delay in the exercise of a right.

14.5

Each provision of this Agreement is severable from the others and no severance of a provision will affect any other provision.

14.6

If Innovit’s performance of any obligation under this Agreement is delayed or prevented by any Force Majeure Event, Innovit’s performance of such obligation will be excused during, and the time for performance will be extended for, the period of delay or inability to perform due to such Force Majeure Event. “Force Majeure Event” means any cause or circumstance beyond Innovit’s reasonable control, including, without limitation, war, act of terrorism, other act of a public enemy, fire, earthquake, flood, storm, other act of God, interruption or delay in telecommunications, public utilities or third party services, or act of government.

14.7

This Agreement and the Exhibits hereto (which are hereby incorporated by reference) contain the entire agreement of the parties with respect to the subject matter of this Agreement and merge and supersede any and all prior and contemporaneous agreements, understandings and communications between the parties, whether oral or written, with respect to such subject matter. This Agreement cannot be modified or amended except in a writing signed by both parties. All orders placed by Customer with Innovit in connection with this Agreement will be governed by and subject to the terms of this Agreement. No terms or conditions contained in any purchase order or other document submitted by Customer will in any way modify or add to the terms of this Agreement, and any such terms or conditions that are in any way inconsistent with or additional to the terms of this Agreement are hereby rejected by Innovit and will have no force or effect.

14.8

This Agreement is to be construed in accordance with and governed by the internal laws of the State of California without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the parties. This Agreement shall not be governed by the U.N. Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

EXHIBIT A - Support Services

DEFINITIONS

(a)

“Customer Support Contact” means an employee of Customer who (a) has satisfactorily completed Innovit’s standard training for the Cloud-Hosted Solution and (b) has been designated by Customer to request Support Services and act as Customer’s primary contact with Innovit in connection therewith. Customer will designate at least one, but no more than three (3), Customer Support Contacts, and will notify Innovit of the identity of such Customer Support Contacts. Customer may designate replacement Customer Support Contacts from time to time with notice to Innovit.

(b)

(i)resolution of reported defects and errors in the Cloud-Hosted Solution so that the Cloud-Hosted Solution will comply in all material respects with the functional specifications set forth in the Documentation; and
(ii)provision on request of general systems advice in relation to ensuring the maximum utilization of the features and benefits of the Cloud-Hosted Solution.

AVAILABILITY

The Support Services will be available from 9:00am – 6:00pm (either Pacific Time; Australian Eastern Time; Central European Time, as applicable) Monday through Friday excluding national public holidays (“Business Days”) and will be provided remotely via telephone or email. Customer Support Contacts (defined below) may request Support Services by email or telephone at the numbers and addresses advised from time to time by Innovit. Requests for Support Services may be made only by Customer Support Contacts.

RESPONSE TIMES

Innovit will use commercially reasonable efforts to respond to service requests within the following time frames:

Severity 1 request	4 Support Hours (see definition below)
Severity 2 request	24 Support Hours
Severity 3 request	3 normal business days

"Support Hours" are defined as hours during which support will be available, as set forth in Paragraph 2 above. All times outside the defined period of Support Hours (such as after 6:00pm on weekdays, during weekends or public holidays) are disregarded.

SEVERITY LEVELS

Level 1	All or most users are prevented from accessing the Cloud-Hosted Solution or using its core functionality.
Level 2	Core Functionality affected but a procedural Core Functionality affected but a procedural
Level 3	Minor, non-core functionality affected or discrepancies with documentation.

EXCLUDED SERVICES

Support Services do not include:

(a) correction of errors or defects in any browser or computer system used to access the Cloud-Hosted Solution;

(b) correction of errors or failures of the Cloud-Hosted Solution that are caused by the use of an unsupported browser, or by any other failure to comply with the Documentation; or

(c) correction of any outages of, or other problems with, the public Internet or any other network used by Customer or any Authorized User to access to the Cloud-Hosted Solution.

(d) providing access to underlying infrastructure software, including: Operating System (OS), Database Management System (DBMS), communications gateways (AS2 / AS4 / SFTP) and Security Firewall.

(e) providing access to manage user security within underlying infrastructure software, including: Operating System (OS), Database Management System (DBMS), communications gateways (AS2 / AS4 / SFTP) and Security Firewall.

(f) support for, and subscription to, GDSN data pools and/or UDI databases.

UPGRADES

Innovit will perform upgrades to the Cloud-Hosted Solution from time to time, during which the Cloud-Hosted Solution may be unavailable.

Upgrades that are scheduled on Innovit's product release roadmap will be performed as specified in such roadmap. With respect to any other upgrades, Innovit will notify Customer, in writing by email, at least twelve (12) Support Hours prior to starting such upgrade, which may include:

(a) Operating System (OS). Operating system is scheduled for weekly updates at Sunday 03:00am in the time zone of client data center hosting any environments used by Customer.

(b) Database Management System (DBMS).

(d) Security Firewall.

(e) Anti-virus and malware.

(f) Web server software.

DATA BACK-UP & RESTORATION

Innovit will perform back-up of Customer’s business data on a daily basis, and retain such back-up for seven (7) days. When required, Innovit will restore Customer’s business data.

EXHIBIT B - Support Services

Innovit will maintain a service level agreement with the Provider (the “Provider SLA”) in which the Provider offers at least the following availability service level: 99.5% availability of the servers and network (excluding scheduled maintenance) during each full calendar month. Innovit will take reasonable steps to obtain all credits that Innovit is entitled to recover from the Provider under the Provider SLA for the Provider’s breaches of the Provider SLA, and as Customer’s sole and exclusive remedy for any such breaches or any other problems, errors or failures of the Provider or the Cloud-Hosted Solution, Innovit will apply all such credits actually obtained from the Provider to future Subscription Fees payable by Customer to Innovit.

EXHIBIT B Hosting Service Levels

Multi-Tenant Standard Services Agreement

Last Updated : November 15, 2023
Last Reviewed : November 15, 2023

These Standard Terms and Conditions – Services (these “Terms”) set out the terms and conditions that apply to any services that Innovit Inc. (“Innovit”) provides to you, i.e., the company that is engaging Innovit to provide such services. THESE TERMS CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN YOU AND INNOVIT. Any variation to these Terms must be expressly agreed in writing with Innovit.

THE WORK

1.1

The work to be performed (“work”) will be that described in the signed work order you provide to Innovit. The work order will not be binding on Innovit until Innovit has either countersigned it or otherwise approved it in writing.

1.2

Any changes to the work must be agreed in writing. Such changes may require changes to the prices or schedule specified in the work order.

SCHEDULES AND TIMING

2.1

Innovit will use commercially reasonable efforts to perform the work in accordance with any project or delivery schedule specified in the work order, but unless expressly agreed to in the work order, Innovit will not be liable to you for any delays in completing the work.

2.2

Where the work cannot be completed within any maximum engagement duration specified in the work order and this is not due to delay on the part of Innovit, Innovit reserves the right to impose a reasonable “re-engagement” fee to compensate Innovit for its additional costs arising from such delay.

FEES AND CHARGES

3.1

You agree to pay the fees and charges as specified in the work order, together with any taxes that Innovit is required by law to collect from you. All fees and charges are specified exclusive of taxes.

3.2

Time and materials work will be invoiced periodically in arrears and payable 14 days from the date of invoice by Innovit.

3.3

Payment for fixed price work will be 50% on execution of the order form and 50% on delivery or conclusion of the work.

3.4

In addition to the fees and charges on the work order, Innovit may also charge you for the direct cost of:

(a)consumable material used by Innovit together with any handling charges;
(b)any other disbursements which Innovit reasonably incurs; and
(c)any additional costs arising from delays caused by you.

Where Innovit personnel are required to be on-site at your premises, there will be a minimum charge equal to 4 hours of time for those personnel at the applicable hourly rates. You must also pay the reasonable travel costs and expenses of these personnel if more than 10 miles from their usual place of work.

INTELLECTUAL PROPERTY RIGHTS

4.1

All intellectual property rights (“IPR”) arising from the work will be the sole property of Innovit and you agree to do all things necessary to vest any such rights in Innovit.

4.2

Where the work involves Innovit modifying or enhancing any of its software products that are licensed to you, the modifications and enhancements will become part of those software products and your rights to use them will be governed by the applicable license agreement for those products.

4.3

In all other cases Innovit grants you an irrevocable, perpetual license to use, solely in connection with your permitted use of Innovit’s software products, any documentation or other materials created in performing the work and delivered to you.

CONFIDENTIAL INFORMATION

5.1

“Confidential Information” means all confidential information disclosed by a party (“Discloser”) to the other party (“Recipient”) in connection with the work, which information (a) is clearly marked or otherwise identified as confidential to Recipient at the time of such disclosure, or (b) should reasonably be understood to be confidential based on the nature of the information and the circumstances of its disclosure.

5.2

Subject to Section 5.3, Recipient must ensure that it, its employees and agents do not disclose the Confidential Information of Discloser to any third party without Recipient’s consent, except as required by law [; provided that Innovit may disclose your Confidential Information to its contractors with a need to know, in each case who are bound by obligations of confidentiality that no less restrictive than those specified in this Section 5]. Recipient’s obligations under this paragraph with respect to each item of Confidential Information will remain in effect for two (2) years following Discloser’s initial disclosure of such Confidential Information to Recipient.

5.3

Recipient’s obligations in Section 5.2 will not apply to Discloser’s Confidential Information that: (a) is or becomes publicly available through no fault of Recipient; (b) is independently developed by Recipient without the use of Discloser’s Confidential Information; (c) is known to Recipient at the time of disclosure by Discloser, without obligation of confidentiality; or (d) is rightfully obtained by Recipient without restriction from a third party who has the right to make such disclosure.

LIMITATION OF LIABILITY

To the extent allowed by law, Innovit’s liability in respect of the work and these Terms is limited in all circumstances to no more than the payments actually received by Innovit for the work, and Innovit will not be liable to you for any consequential, incidental, indirect, special or punitive damages, or any damages for loss of profits or business, arising from or relating to the work or these Terms, even if Innovit has been advised of the possibility of such damages.

WARRANTIES, GUARANTEES AND EXCEPTIONS

7.1

Innovit warrants that in performing the work: (a) it will perform the work in a professional and workmanlike manner using suitably trained staff; and (b) it will not knowingly infringe the IPR of any third party.

7.2

Your sole and exclusive remedy, and Innovit’s entire liability, for any breach of the warranty in Section 7.1(a) will be that, if you promptly give to Innovit written notice describing such breach in reasonable detail, Innovit will re-perform the non-compliant work in compliance with such warranty.

7.3

Except as expressly provided in these Terms, Innovit does not make, and Innovit hereby disclaims, any representations or warranties (whether express, implied, statutory or otherwise) in connection with the work or any materials or other deliverables provided to you in connection with the work, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose, and any warranties arising from a course of dealing, course of performance or usage of trade.

TERMINATION

8.1

You may terminate the work order without cause by not less than thirty (30) days’ written notice to Innovit.

8.2

Either party may terminate the work order if:

(a)the other party has a receiver, administrator or liquidator appointed to the whole or any substantial part of its assets or if an order is made or a resolution passed for the winding up of that party which is not revoked within five (5) business days; or
(b) the other party commits any material breach of these Terms and fails to remedy such breach within thirty (30) days of a written notice from the other party to do so.

8.3

You agree that if you terminate the work order other than because Innovit has breached these Terms, then you will pay Innovit for all work that Innovit has commenced at your request and any other reasonable costs incurred by Innovit because of or related to your early termination.

GENERAL

9.1

The provisions of these Terms which are capable of enduring will survive termination of the work order.

9.2

A single or partial exercise or waiver of a right will not prevent any other exercise of that right or the exercise of any other right. A party will not be liable for any loss, cost or expense of any other party caused or contributed to by the waiver, exercise, attempted exercise, failure to exercise or delay in the exercise of a right.

9.3

Each provision of these Terms is severable from the others and no severance of a provision will affect any other provision.

9.4

Headings are for convenience only and do not affect the interpretation of this Agreement. This Agreement has been negotiated by the parties and will be interpreted fairly in accordance with its terms and without any construction in favor of or against either party.

9.5

These Terms are governed by, and are to be is to be construed in accordance with, the laws of the State of California.

9.6

These Terms, together with the work order, constitute the complete and exclusive agreement of the parties with respect to the work and supersede and merge all prior and contemporaneous communications and agreements, whether written or oral, between the parties relating to the work. Notwithstanding anything to the contrary, if the work order contains any terms other than work descriptions, pricing, and delivery schedules, such terms will in no way modify or add to these Terms, and such terms are hereby rejected by Innovit and will have no force or effect.

Single-Tenant Hosting Services Agreement

Last Modified date: November 15, 2023
Last Reviewed date: November 15, 2023

ATTACHMENT A - General Terms & Conditions

SERVICES

1.1

Subject to the terms and conditions of this Addendum and to the payment of all Hosting Services Fees (as defined below), Innovit will provide the following services during each Hosting Term (as defined below):

(a)hosting of the Software set forth in Attachment B ("Hosted Software") in the hosting environment specified in Attachment B (the "Hosting Environment") (such hosting, "Software Hosting Service"); and
(b)the services set forth in Attachment B ("Hosting Support Services") in accordance with the terms and conditions set forth therein.

The Software Hosting Service and the Hosting Support Services are collectively referred to as "Hosting Services."

1.2

The "Initial Hosting Term" is set forth in Attachment B. Thereafter, the Hosting Services will automatically renew for successive twelve (12) month periods (each a "Renewal Hosting Term") unless either party provides the other party with written notice of non-renewal at least sixty (60) days prior to the expiration of the Initial Hosting Term or any Renewal Hosting Term. The Initial Hosting Term and the Renewal Hosting Terms are each referred to as a "Hosting Term."

1.3

Licensee acknowledges that Licensee is solely responsible for all activities that occur under accounts issued by Innovit to Licensee ("Licensee Accounts"), and for the security of Licensee Accounts and any information or data transmitted, stored or received using the Hosted Software or Hosting Services. Licensee will notify Innovit immediately if Licensee believes that there has been any unauthorized use of a Licensee Account or that the security of a Licensee Account has been compromised in any way. Licensee will not lend, give or otherwise disclose any passwords to any other person, or permit any other person to use Licensee Accounts.

FEES AND CREDITS

2.1

For each Hosting Term, Licensee will pay the fees for the Hosting Services set forth in Attachment B, as may be modified in accordance with Section 2.2 below ("Hosting Services Fees"). Unless otherwise specified in Attachment B, the Hosting Services Fees for each Hosting Term will be due on the first day of such Hosting Term.

2.2

Innovit may increase the Hosting Services Fees from time to time by providing thirty (30) days' prior notice to Licensee, provided that such increases in any given year may not exceed the sum of (a) the percentage increase of the Consumer Price Index For All Urban Consumers (CPI-U) published by the Bureau of Labor Statistics of the United States Department of Labor during the previous year and (b) five (5) percentage points. Any such increase will apply to all Hosting Services Fees due on or after the expiration of such thirty (30) day notice period.

2.3

Innovit will issue service level credits to Licensee in accordance with the terms and conditions of Attachment D.

HOSTING PROVIDER

3.1

Innovit will ensure that the Hosting Environment is provided by a reputable hosting services provider (the "Provider"). Innovit reserves the right to change the Provider at any time. Innovit will use commercially reasonable efforts to provide Licensee at least thirty (30) days' prior notice of any such change.

3.2

Innovit will maintain a service level agreement with the Provider (the "Provider SLA") in which the Provider offers at least the following availability service level: 99.5% availability of the servers and network (excluding scheduled maintenance) during each full calendar month.

3.3

Innovit will take reasonable steps to obtain all credits that Innovit is entitled to recover from the Provider under the Provider SLA for the Provider's breaches of the Provider SLA, and as Licensee's sole and exclusive remedy for any such breaches or any other problems, errors or failures of the Provider or the Hosting Environment, Innovit will apply all such credits actually obtained from the Provider to future Hosting Services Fees payable by Licensee to Innovit.

3.4

Licensee acknowledges that the Provider may, as part of its agreement with Innovit, require Innovit to comply with an Acceptable Usage Policy (or equivalent) for the Hosting Environment (an "AUP"). Licensee will comply at all times with any AUP notified to it (which may be subject to change from time to time), and will indemnify Innovit against any claims brought by the Provider or any third party arising out of any violation or failure of Licensee to comply with the AUP.

3.5

Innovit may suspend any Hosting Service or restrict Licensee's use thereof in whole or in part: (a) in the event of any breach of security, denial of service attack, flood ping or other malicious act by a third party; (b) if use of such Hosting Service by Licensee or its users presents a material security risk or will interfere materially with the proper continued operation of the Provider's data center or network; (c) if Licensee or any of its users commits a breach of the AUP; or (d) pursuant to an order from a court or governmental entity.

LICENSEE MATERIALS

4.1

Licensee hereby grants to Innovit and its service providers a non-exclusive, worldwide, royalty-free right and license to use, reproduce, transmit, distribute, and perform and display (publicly and otherwise) all computer files, information, data and other electronic materials that are inputted, uploaded or otherwise provided by Licensee, Licensee or any Licensee Affiliates or Licensee Contractors in connection with the Hosting Services (the "Licensee Materials") solely as necessary to perform the Hosting Services.

4.2

Licensee will ensure that the Licensee Materials will not consist of or contain any Prohibited Materials. "Prohibited Materials" means any software, computer files, data or other electronic materials that:

(a)Infringe, misappropriate or otherwise violate the intellectual property rights, privacy rights or other rights of any person;
(b)are obscene, offensive, upsetting, defamatory or discriminatory; or
(c)are illegal or otherwise prohibited under any applicable laws.

The Software Hosting Service and the Hosting Support Services are collectively referred to as "Hosting Services."

4.3

Licensee will indemnify, defend and hold harmless Innovit and its officers, directors, agents, service providers and suppliers from and against all claims, liabilities, damages, losses, costs and expenses (including, but not limited to, reasonable attorneys' fees) arising from or related to: (a) any claim, suit or proceeding that any Licensee Materials are or contain Prohibited Materials, or that the manner in which Licensee or its users make use of the Hosted Software or Hosting Services infringe, misappropriate or otherwise violate any intellectual property rights, privacy rights or other rights of any person; or (b) any civil or criminal violations of law or governmental regulations occurring due to acts or omissions of Licensee or its users. Licensee's obligations under this paragraph will be excluded from the liability limitations in Section 9.2 of the License Agreement. The rights and obligations of the parties under this paragraph will survive any expiration or termination of the Hosting Services or the License Agreement.

4.4

Without accepting responsibility to monitor any Licensee Materials, Innovit reserves the right to prohibit any conduct or to remove any Licensee Materials that are Prohibited Materials, that are in violation of the AUP, that Innovit believes in its sole discretion to be illegal or potentially harmful to others, or that may expose Innovit to harm or liability.

TRANSITION SERVICES

5.1

During the three (3) month period following any expiration or termination of the Hosting Services, and subject to payment by Licensee of Innovit’s then-current professional services fees (which Innovit may require to be paid prior to the commencement of the services described in this paragraph), Innovit will provide Licensee with the following services to assist Licensee in the orderly transfer of Licensee Materials stored by the Software in the Hosting Environment to a new hosting environment.

OTHER

6.1

Except as expressly modified by this Addendum, all of the terms and conditions of the License Agreement will continue in full force and effect as set forth therein. In the event of a conflict between this Addendum and any other portion of the License Agreement, this Addendum will prevail. Each party agrees that the License Agreement (including this Addendum) constitutes the complete and exclusive statement of the agreement between the parties, and supersedes all prior proposals and understandings, oral and written, relating to the subject matter contained herein.

ATTACHMENT B - Hosting Services

HOSTING SERVICES PACKAGE

Innovit offers a Dedicated Server or Shared Server package for single-tenanted environments.

HOSTED SOFTWARE

The Hosted Software consists of all Software set forth in the License Agreement.

HOSTING ENVIRONMENT

3.1

The Hosting Environment consists of the following standard configuration:

(a)Up to 16GB of RAM
(b)Up to 20GB of disk storage for business data (including full back-up)
(b)Dedicated database within a shared SQLS instance deployed on a shared Windows Server.

For avoidance of doubt, Innovit will not provide or be responsible for network access to the Hosting Environment from Licensee’s network, or any security issues related to Licensee’s network.

HOSTING SUPPORT SERVICES

Item	Hosting Support Services (as further described in Attachment C)	Annual Hosting Services Fee USD)
1.0	Hosting Environment Management Production Environment	Available for Fee
2.0	Helpdesk Services 09:00am - 5:30pm Pacific Time Email and telephone remote support	Included
3.0	DBMS Maintenance SQLS monitoring and version upgrades	Included
4.0	Hosted Citrix Thin Client Licenses Citrix XenApp and Windows RDS licenses	Available for Fee
5.0	AS2 licenses and certificate	Not included
6.0	Additional Environments (e.g., Dev, Test, Pre-Prod)	Not included
7.0	Software Upgrade Installation	Not included

INITIAL HOSTING TERM

The Initial Hosting Term will be three (3) years commencing on the Addendum Effective Date.

ATTACHMENT C - Hosting Support Services

SUMMARY OF SERVICES 

1.1

Innovit offers the following Hosting Support Services, as further described in this Attachment, in connection with the Hosting Services:

(a)Helpdesk Services
(b)Hosting Environment Management
(c)Licensed Product Upgrade Installation
(d)Database Management System (DBMS) Maintenance

These services are either included in the Hosting Services package set forth in Attachment B or can be acquired for an additional fee as set forth in Attachment B.

LICENSEE RESPONSIBILITIES 

2.1

Provision of the Hosting Support Services is conditional upon (1) Customer performing its obligations as set out in the detailed description for each of the services in this Attachment and elsewhere in the Hosting Services Addendum, and (2) Customer doing all of the following:

(a)Maintaining its own first-level user help desk for all supported applications and systems.
(b)Ensuring that all requests for support are made through the Customer help desk or by other authorized Customer representatives.
(c)Being responsible for the co-ordination and prioritization of all support requests (and resolve any issues relating to priority).
(d)Providing access to all supported applications and systems for Innovit technical staff. Individual accounts will be provided for technical staff in accordance with Customer corporate security requirements.
(e)Providing all reasonable support and assistance for Innovit staff that are providing the support services.
(f)Giving Innovit at least five (5) business days of notice prior of any changes to the supported software and systems that could affect Innovit services.
(g)Providing a nominated representative to attend service review meetings.

ATTACHMENT D - Service Level Credits

"Covered Services" means the following Hosting Support Services (as described in Attachment C):

(a)Helpdesk Services
(b)DBMS maintenance

If in any calendar month Innovit fails to achieve the service level targets for a Severity 1 request under any Covered Service, which failure is not attributable in whole or part to a Force Majeure Event or to Licensee or any Licensee Materials (such failure, "Service Level Failure"), Licensee shall be eligible to receive from Innovit a credit ("Service Level Credit") (to be applied to future Hosting Services Fees) in an amount equal to five percent (5%) of the monthly Hosting Services Fee (for avoidance of doubt, the monthly Hosting Service Fee is equal to 1/12th of the annual Hosting Services Fee) for such Covered Service applicable to the affected Hosting Environment for every hour by which such Service Level Target was missed (this amount will be pro-rated for fractions of an hour), provided that the total of all Service Level Credits for all Service Level Failures under such Covered Service in such calendar month will not exceed fifty percent (50%) of such monthly Hosting Services Fee. Licensee's sole and exclusive remedy, and Innovit's sole and exclusive liability, for Service Level Failures will be the Service Level Credits provided in this Attachment.

Each requests for Service Level Credits must be submitted to Innovit within five (5) business days of the occurrence of the Service Level Failure giving rise to the request. Failure to comply with this requirement will forfeit Licensee's right to receive a Service Level Credit. Licensee will submit with each request for a Service Level Credit an identification of the Service Level Failure and the approximate time at which it occurred. Innovit will respond to each request for a Service Level Credit within thirty (30) days of receipt.

ATTACHMENT D - Service Level Credits

Trial License Agreement

Last Updated : November 15, 2023
Last Reviewed : November 15, 2023

This Trial License Agreement (this “Agreement”) governs the use of Innovit’s trial applications for UDI, GDSN, PIM and MDM (the “System”). This Agreement is a binding legal agreement between Innovit Inc. (“Innovit”) and each business entity or other organization that is registered to use the System (“Licensee”). BY CLICKING THE “AGREE & LOG-IN” BUTTON ON THIS PAGE, OR BY ACCESSING OR USING THE SYSTEM, YOU ARE BINDING LICENSEE TO THE TERMS OF THIS AGREEMENT, AND YOU ARE REPRESENTING TO INNOVIT THAT YOU ARE DULY AUTHORIZED BY LICENSEE TO DO SO. IF YOU ARE NOT AUTHORIZED TO BIND LICENSEE TO THE TERMS OF THIS AGREEMENT, OR IF LICENSEE DOES NOT AGREE TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT, DO NOT CLICK THE “AGREE & LOG-IN” BUTTON, AND DO NOT ACCESS OR USE THE SYSTEM.

USE OF SYSTEM

1.1

Permitted Use. Subject to the terms and conditions of this Agreement, Licensee may permit Authorized Users to use the System solely in a non-production capacity for the purpose of evaluating it. “Authorized Users” means Licensee’s employees and individual contractors (i.e., contractors that engaged by Licensee in their capacity as individuals). For avoidance of doubt, no individual who is an employee or other representative of a company or other business entity engaged by Licensee will be deemed to be an Authorized User.

1.2

Compliance with Laws. Licensee and its Authorized Users will comply with all applicable laws, rules and regulations in connection with the use of the System.

1.3

Restrictions. Licensee and its Authorized Users will not, and will have no right to, do any of the following :

(a)permit access to, or use of, the System by any individuals who are not Authorized Users;
(b)use the System (i) for any production purposes, (ii) for any development, marketing, distribution or exploitation of products or services that are competitive with the System, or (iii) for any other purposes other than Licensee’s evaluation of the System;
(c)intentionally or knowingly interfere with the use of the System by any other users thereof, or otherwise disrupt the integrity or performance of the System;
(d)reproduce, modify, prepare derivative works based on, publicly display, publicly perform or otherwise exploit any elements or portions of the System, including any design elements of the screens or other user interfaces thereof;
(e)extract, copy, or otherwise access any software code that is part of, or that operates (or supports the operation of), the System, or attempt to any of the foregoing;
(f)disclose the results of any benchmark tests of the System; or
(f)allow or assist any other persons to do or attempt to do any act prohibited under this Section 1.3.

1.4

Access Credentials. Licensee and its Authorized Users will keep confidential all passwords and other credentials that are provided to, or otherwise used by, Licensee or any Authorized Users to access the System (“Licensee Credentials”).

LICENSEE AND USER INPUTS

2.1

Submitted Materials. Licensee hereby grants to Innovit (and its applicable contractors and service providers) a nonexclusive license to use, reproduce, prepare derivative works of, publicly perform and display, and distribute the Submitted Materials solely in connection with providing the System to Licensee and its Authorized Users. “Submitted Materials” means all data, electronic files, documents, content and other information and materials that are entered into or uploaded to the System, or otherwise provided to Innovit, by Licensee or any Authorized Users.

2.2

Prohibited Content. Licensee and its Authorized Users will not, and will not authorize or assist any third party to, upload any Prohibited Content to the System, or otherwise use the System to process, store, transmit, publish or otherwise display or distribute, any Prohibited Content. “Prohibited Content” means information and materials that may: (a) infringe, misappropriate or otherwise violate any intellectual property or other proprietary rights of third parties; (b) violate privacy or publicity rights of any third party, or any confidentiality obligations owed to any third party; (c) be defamatory or otherwise tortious; (d) threaten damage or injury to any person or property, or otherwise menace or harass any person; (e) promote discrimination or hatred of any kind, including bigotry, racism, or religious vilification; (f) be obscene; (g) contain software viruses, worms, Trojan horses, time bombs, cancelbots or other harmful computer code, files, scripts, agents, programs or programming routines; (h) violate applicable laws, ordinances or regulations; (i) otherwise give rise to civil or criminal liability; or (j) violate any acceptable use policies for the System that Innovit may adopt and provide to Licensee. In addition to any other rights afforded to Innovit at law or in equity, Innovit reserves the right to remove or disable access to Prohibited Content from the System.

2.3

CONFIDENTIALITY

3.1

System Information. Licensee and its Authorized Users will not, and will have no right to, disclose any Confidential System Information to any third parties, or use any Confidential System Information for any purpose other than the evaluation of the System. “Confidential System Information” means, collectively, (a) the results of any testing or evaluation of the System (including, without limitation, any benchmark tests or other comparisons of the System with any other software, hardware or other products) conducted by Licensee or any Authorized Users, and (b) any other information regarding the features, specifications or performance of the System that is not published or otherwise disclosed to the public by Innovit.

3.2

Feedback. If Licensee or any Authorized User provides Innovit with any feedback (including any ideas or suggestions for new features or other improvements) regarding the System, Innovit will be free to implement and otherwise use such feedback for any purpose, without restriction and without compensation or attribution to Licensee or any Authorized Users.

RESPONSIBILITY FOR AUTHORIZED USERS

Licensee will ensure that Authorized Users comply with the provisions of Sections 1-3 above. Licensee will be solely responsible and liable to Innovit for (a) all use of the System (whether or not Licensee has knowledge of, or consented to, such use) by Authorized Users, or by any third parties that gain access to the System using any Licensee Credentials, and (b) all breaches of Sections 1-3 by Authorized Users. If Licensee becomes aware of any unauthorized use of or access to the System, Licensee will promptly notify Innovit. Innovit will have no obligation to monitor any use of or access to the System.

SYSTEM OWNERSHIP

As between License and Innovit, Innovit owns, and will retain ownership of, all right, title and interest (including all intellectual property rights) in and to the System (including, without limitation, all software that makes the System available, the look and feel of all screens and other user interfaces in the System, and all content displayed or otherwise made available on the System, but excluding Submitted Materials). All rights in the System not expressly granted to Licensee in this Agreement will be retained by Innovit.

DISCLAIMERS

6.1

Warranty Disclaimers. TO THE MAXIMUM EXTENT PERMITTED BY ALL APPLICABLE LAWS, INNOVIT DOES NOT MAKE, AND INNOVIT HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES (WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) RELATING TO THE SYSTEM OR ANY OTHER PRODUCTS, SERVICES, MATERIALS OR INFORMATION PROVIDED BY OR FOR INNOVIT UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITATION OF THE FOREGOING, INNOVIT MAKES NO REPRESENTATIONS, WARRANTIES, OR OTHER COMMITMENTS REGARDING THE AVAILABILITY OR UPTIME OF THE SYSTEM.

6.2

No Support. Innovit will have no obligation under this Agreement to provide Licensee or any Authorized Users with any technical or other support in connection with the System.

6.3

No Protected Data. Innovit will have no obligation to protect, keep confidential, delete, purge, archive, store, or return any Submitted Materials, whether during, or after termination of, Licensee’s access to the System. Licensee is hereby advised that it and its Authorized Users should not enter into or upload to the System, or otherwise provide to Innovit, any information or materials that it or any third parties deem to be useful, valuable, proprietary or confidential.

LIMITATION OF LIABILITY

IN NO EVENT WILL INNOVIT BE LIABLE UNDER ANY LEGAL THEORY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, DATA OR BUSINESS, IN CONNECTION WITH THE SYSTEM OR THIS AGREEMENT, EVEN IF INNOVIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. INNOVIT’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SYSTEM AND ALL OTHER ASPECTS OF THIS AGREEMENT WILL NOT EXCEED FIVE HUNDRED UNITED STATES DOLLARS (US$500). THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.

TERMINATION

Either party may terminate Licensee’s access to the System at any time without notice to the other party.

MISCELLANEOUS

9.1

Assignment. Licensee may not assign, delegate, or otherwise transfer (whether voluntarily, by operation of law, or otherwise) this Agreement, or any of Licensee’s rights or obligations under this Agreement, without the prior written approval of Innovit. Any attempted assignment, delegation or other transfer prohibited by the foregoing will be null and void. Subject to the foregoing, this Agreement will inure to the benefit of and bind each party’s successors and assigns.

9.2

Headings. Headings are for convenience only and do not affect the interpretation of this Agreement.

9.3

Relationship of Parties. This Agreement is not intended to create a relationship of partnership, joint-venture or agency between the parties and neither party may hold itself out as being so related.

9.4

Interpretation. The words “include” and “including” will not be construed as terms of limitation and will therefore mean “including but not limited to” and “including without limitation.” This Agreement will be deemed to have been drafted by all parties; no provision will be construed against either party by reason of the fact that it was drafted by such party.

9.5

Waiver. No waiver of any provision of this Agreement will be effective unless it is specified in a writing signed by an authorized representative of each party. No course of dealing, course of performance or failure of either party to enforce any provision of this Agreement in a strict or timely manner will be construed as a waiver of such provision or any other provision. No waiver or breach of any provision of this Agreement will be construed to be a waiver of any subsequent breach of the same or any other provision.

9.6

Severability. If any provision of this Agreement is found to be unenforceable, the remainder of this Agreement will remain in full force and effect

9.7

Entire Agreement. This Agreement constitutes the entire agreement between the parties as to its subject matter and supersedes and merges all prior and contemporaneous communications, representations and agreements between the parties in connection with that subject matter. This Agreement may only be altered in writing signed by both parties.

9.8

Governing Law; Jurisdiction. This Agreement is governed by, and is to be construed in accordance with, the internal laws of in the State of California, without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the parties. Any disputes relating to this Agreement will be resolved in state courts located in San Mateo County, California or federal courts located in Santa Clara County, California, and the parties hereby expressly consent and submit to personal and exclusive jurisdiction of, and exclusive venue in, such courts. Notwithstanding the foregoing, each party will have the right to seek injunctive or other equitable relief at any time from any court of competent jurisdiction.

Privacy Policy

Last Updated : November 15, 2023
Last Reviewed : November 15, 2023

Innovit (“Innovit”, “we”, “our”, or “us”) is committed to protecting your privacy and handling personal information responsibly and transparently.
This Privacy Policy explains how we collect, use, disclose, and protect personal information when you visit our websites, interact with our products and services, communicate with us, attend our events, or otherwise engage with Innovit.
This Privacy Policy is designed to comply with applicable privacy laws, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”), the UK General Data Protection Regulation (“UK GDPR”), and other applicable data protection laws.

WHO WE ARE

Innovit is a global software and technology company providing enterprise software, consulting, implementation, support, and related business services.
For purposes of applicable data protection laws, Innovit acts as the "Controller" of personal data collected through its websites, marketing activities, and business operations.

Contact Information:
Innovit
Email: legal.affairs@innovit.com

SCOPE OF THIS POLICY

2.1

This Privacy Policy applies to:

(a)Visitors to Innovit websites;
(b)Individuals who contact Innovit;
(c)Prospective customers;
(d)Existing customers;
(e)Event attendees;
(f)Newsletter subscribers;
(g)Business partners and vendors;
(h)Users of Innovit products and services where Innovit acts as a data controller.

This Privacy Policy does not govern customer data processed by customers through Innovit software products where Innovit acts solely as a service provider or processor.

PERSONAL INFORMATION WE COLLECT

3.1

We collect only the information reasonably necessary to operate our business, provide services, improve our offerings, and communicate with interested parties.

Information You Provide Directly
We may collect:

(a)Name
(b)Job title
(c)Company name
(d)Business email address
(e)Business phone address
(f)Country or region
(g)Information submitted through forms
(h)Communications and correspondence
(i)Event registration information
(j)Survey responses

Information Collected Automatically
When you visit our websites, we may automatically collect:

(a)IP address
(b)Browser type and version
(c)Device information
(d)Operating system
(e)Referral URLs
(f)Website usage data
(g)Date and time of visits
(h)Pages viewed
(i)Cookies and similar technologies

Marketing and Communications Data
We may collect:

(a)Newsletter subscriptions
(b)Marketing preferences
(c)Webinar registrations
(d)Event attendance records
(e)Engagement with marketing communications

HOW WE USE PERSONAL INFORMATION

4.1

We use personal information for legitimate business purposes including:

Providing Services

(a)Deliver requested information
(b)Provide product demonstrations
(c)Manage customer relationships
(d)Respond to inquiries
(e)Deliver support services

Business Operations

(a)Maintain website functionality
(b)Manage accounts
(c)Administer contracts
(d)Conduct business analytics
(e)Improve operational efficiency

Marketing Activities

(a)Send newsletters
(b)Share product updates
(c)Invite individuals to events
(d)Provide thought leadership content
(e)Conduct market research

Product and Service Improvement
We may use aggregated and non-identifiable information to:

(a)Improve website performance
(b)Improve products and services
(c)Develop new features
(d)Analyze usage trends
(e)Enhance customer experience

Legal and Security Purposes

(a)Protect systems and networks
(b)Prevent fraud
(c)Enforce legal rights
(d)Meet legal obligations
(e)Investigate misuse

LEGAL BASIS FOR PROCESSING (GDPR & UK GDPR)

5.1

Where GDPR or UK GDPR applies, we process personal information under one or more of the following legal bases:

Consent
Where required by law, we rely on consent for:

(a)Marketing communications
(b)Certain cookie technologies
(c)Event communications

You may withdraw consent at any time.

Legitimate Interests
We may process personal information where necessary for:

(a)Operating our business
(b)Improving products and services
(c)Website analytics
(d)Customer relationship management
(e)Marketing to business contacts
(f)Network and information security

We balance these interests against individual privacy rights.

Contractual Necessity
We process information when necessary to:

(a)Perform contractual obligations
(b)Respond to pre-contractual requests
(c)Deliver requested services

Legal Obligations
We may process information to:

(a)Comply with legal requirements
(b)Meet regulatory obligations
(c)Respond to lawful requests

Legal and Security Purposes

(a)Protect systems and networks
(b)Prevent fraud
(c)Enforce legal rights
(d)Meet legal obligations
(e)Investigate misuse

COOKIES AND SIMILAR TECHNOLOGIES

6.1

Innovit uses cookies and similar technologies to:

(a)Operate websites
(b)Improve functionality
(c)Analyze website traffic
(d)Measure marketing effectiveness
(e)Enhance user experience

Cookies may include:

(a)Essential cookies
(b)Functional cookies
(c)Analytics cookies
(d)Performance cookies
(e)Marketing cookies

Where required by law, we obtain consent before placing non-essential cookies.

Users may manage cookie preferences through browser settings or cookie preference tools made available on our websites.

MARKETING COMMUNICATIONS

7.1

Innovit may send marketing communications regarding:

(a)Products
(b)Services
(c)Events
(d)Industry insights
(e)News and announcements

Recipients may opt out at any time by:

(a)Clicking the unsubscribe link
(b)Contacting us directly
(c)Updating communication preferences

Opting out of marketing communications does not affect essential service-related communications.

DISCLOSURE OF PERSONAL INFORMATION

8.1

We do not sell personal information.
We may share personal information with:

Service Providers
Including providers of:

(a)Website hosting
(b)Cloud infrastructure
(c)Analytics services
(d)Marketing automation
(e)Email delivery
(f)Customer relationship management systems
(g)Event management platforms

Professional Advisors
Including:

(a)Lawyers
(b)Accountants
(c)Auditors
(d)Consultants

Opting out of marketing communications does not affect essential service-related communications.

Legal Authorities
Where required to:

(a)Comply with law
(b)Protect rights
(c)Prevent fraud
(d)Respond to legal process

Corporate Transactions
In connection with:

(a)Merger
(b)Acquisition
(c)Reorganization
(d)Asset sale
(e)Financing transactions

INTERNATIONAL DATA TRANSFERS

9.1

Innovit operates globally and may transfer personal information internationally. When personal information is transferred outside the European Economic Area ("EEA"), United Kingdom, or other jurisdictions with transfer restrictions, we implement appropriate safeguards, including:

(a)Standard Contractual Clauses approved by the European Commission;
(b)UK International Data Transfer Addendum;
(c)Other lawful transfer mechanisms recognized by applicable law.

DATA RETENTION

10.1

We retain personal information only as long as necessary for:

(a)Business purposes;
(b)Contractual obligations;
(c)Legal requirements;
(d)Legitimate operational needs.

Retention periods may vary depending on the nature of the information and applicable legal obligations.
When information is no longer required, it will be securely deleted, anonymized, or otherwise disposed of.

SECURITY

11.1

Innovit implements reasonable administrative, technical, and organizational safeguards designed to protect personal information against:

(a)Unauthorized access
(b)Unauthorized disclosure
(c)Loss
(d)Alteration
(e)Destruction

Despite these measures, no security system can guarantee absolute protection.

YOUR PRIVACY RIGHTS

12.1

Depending on your jurisdiction, you may have rights regarding your personal information.
These rights may include:

(a) Right of Access
Request access to personal information we hold.
(b) Right to Rectification
Request correction of inaccurate information.
(c) Right to Erasure
Request deletion of personal information in certain circumstances.
(d) Right to Restrict Processing
Request limitation of processing activities
(e) Right to Data Portability
Receive personal information in a structured format where applicable.
(f) Right to Object
Object to processing based on legitimate interests or direct marketing.
(g) Right to Withdraw Consent
Withdraw consent where processing relies on consent.
(h) Right to Lodge a Complaint
Individuals in the EEA or UK may lodge complaints with their local data protection authority.

EXERCISING YOUR RIGHTS

Requests regarding privacy rights may be submitted to:
Email: legal.affairs@innovit.com
We may request verification of identity before fulfilling requests.
We will respond within timeframes required by applicable law.

THIRD-PARTY WEBSITES

Our websites may contain links to third-party websites or services.
Innovit is not responsible for the privacy practices or content of third-party websites.
Users should review the privacy policies of those third parties.

CHANGES TO THIS PRIVACY POLICY

15.1

We may update this Privacy Policy periodically to reflect:

(a)Changes in law;
(b)Business practices;
(c)Technology;
(d)Services offered.

The updated version will be posted on our website with a revised "Last Updated" date.
Continued use of our websites or services following publication constitutes acceptance of the revised Privacy Policy.

CONTACT US

If you have questions regarding this Privacy Policy or our privacy practices, please contact:

Innovit
Legal Department
Email: legal.affairs@innovit.com

Job Applicant Privacy Policy

Last Updated : November 15, 2023
Last Reviewed : November 15, 2023

Innovit (“Innovit”, “we”, “our”, or “us”) respects the privacy of job applicants and is committed to protecting personal information collected during our recruitment and hiring processes.
This Job Applicant Privacy Policy explains how Innovit collects, uses, stores, shares, and protects personal information relating to individuals who apply for employment, contractor, internship, apprenticeship, consulting, or other work opportunities with Innovit.
This Policy is intended to comply with applicable privacy laws, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”), the UK General Data Protection Regulation (“UK GDPR”), and other applicable data protection laws.

WHO WE ARE

Innovit is a global software and technology company providing enterprise software, consulting, implementation, support, and related business services.
For purposes of applicable privacy laws, Innovit acts as the data controller for personal information collected during the recruitment process.

Contact Information:

Innovit
Legal Department
Email: legal.affairs@innovit.com

SCOPE OF THIS POLICY

2.1

This Policy applies to:

(a)Job applicants;
(b)Prospective employees;
(c)Contractors;
(d)Interns;
(e)Apprentices;
(f)Consultants;
(g)Individuals participating in recruitment activities;
(h)Candidates referred by third parties;
(i)Individuals included in talent pools for future opportunities.

This Policy does not apply to Innovit employees after employment begins, who may be covered by separate employee privacy notices.

INFORMATION WE COLLECT

3.1

Depending on the position and recruitment process, we may collect the following categories of information.

Information You Provide

(a)Name;
(b)Contact details;
(c)Email address;
(d)Phone number;
(e)Country and location;
(f)Resume or curriculum vitae (CV);
(g)Cover letter;
(h)Employment history;
(i)Education history;
(j)Professional qualifications;
(k)Certifications;
(l)Skills and experience;
(m)Salary expectations;
(n)Work authorization status;
(o)Professional references;
(p)Information voluntarily disclosed during interviews.

Information From Third Parties
We may receive information from:

(a)Recruiters;
(b)Recruitment agencies;
(c)Referral sources;
(d)Professional networking platforms;
(e)Publicly available professional profiles;
(f)Former employers (where permitted);
(g)References identified by candidates.

Information Generated During Recruitment
We may create or collect:

(a)Interview notes;
(b)Candidate evaluations;
(c)Assessment results;
(d)Recruitment communications;
(e)Internal hiring recommendations.

HOW WE USE APPLICANT INFORMATION

4.1

Innovit uses applicant information for legitimate recruitment and employment-related purposes.

These purposes include:

(a)Evaluating qualifications;
(b)Assessing suitability for a role;
(c)Conducting interviews;
(d)Verifying information provided;
(e)Managing recruitment activities;
(f)Communicating with candidates;
(g)Scheduling interviews;
(h)Making hiring decisions;
(i)Maintaining candidate records;
(j)Considering applicants for future opportunities;
(k)Complying with legal obligations.

LEGAL BASIS FOR PROCESSING (GDPR & UK GDPR)

5.1

Where GDPR or UK GDPR applies, Innovit relies on one or more of the following legal bases.

Legitimate Interests
Innovit has a legitimate interest in:

(a)Innovit has a legitimate interest in:
(b)Managing recruitment activities;
(c)Evaluating applicants;
(d)Improving hiring processes;
(e)Maintaining recruitment records.

Pre-Contractual Measures
Processing may be necessary to:

(a)Evaluate candidates before employment;
(b)Take steps at a candidate's request prior to entering into an employment or contractor relationship.

Legal Obligations
Processing may be necessary to:

(a)Meet labor law obligations;
(b)Comply with immigration requirements;
(c)Prevent discrimination;
(d)Respond to lawful requests from authorities.

Consent
Where required by law, Innovit may rely on consent for specific processing activities, such as retaining applicant information for future opportunities.
Candidates may withdraw consent at any time where consent is the legal basis for processing.

BACKGROUND CHECKS AND VERIFICATION

6.1

Where permitted by applicable law and relevant to the position, Innovit may conduct reasonable verification activities, including:

(a)Employment verification;
(b)Education verification;
(c)Professional credential verification;
(d)Reference checks;
(e)Identity verification;
(f)Work authorization verification.

Background checks will only be conducted where legally permissible and appropriate for the role.

Where required by law, additional notice and consent may be obtained.

SHARING OF APPLICANT INFORMATION

7.1

Innovit does not sell applicant information.
Applicant information may be shared with:

Internal Personnel
Including:

(a)Recruiters;
(b)Hiring managers;
(c)Interviewers;
(d)Human resources personnel;
(e)Legal personnel;
(f)Executives involved in hiring decisions.

Service Providers
Including providers of:

(a)Applicant tracking systems;
(b)Recruitment software;
(c)Background screening services;
(d)Assessment platforms;
(e)Video interviewing tools;
(f)Cloud hosting services.

Professional Advisors
Including:

(a)Legal advisors;
(b)Auditors;
(c)Compliance consultants.

Government Authorities
Where required by law, regulation, court order, or legal process.

INTERNATIONAL DATA TRANSFERS

8.1

Innovit operates globally and applicant information may be transferred across international borders.

Where personal information is transferred outside the European Economic Area (EEA), United Kingdom, or other jurisdictions with transfer restrictions, Innovit implements appropriate safeguards, including:

(a)Standard Contractual Clauses;
(b)UK International Data Transfer Addendum;
(c)Other lawful transfer mechanisms recognized by applicable law.

RETENTION OF APPLICANT INFORMATION

9.1

If a candidate is hired, relevant recruitment information may become part of the individual's employment record and be retained in accordance with applicable employment policies.

If a candidate is not hired, Innovit may retain applicant information for a reasonable period to:

(a)Demonstrate compliance with legal obligations;
(b)Defend against legal claims;
(c)Consider candidates for future opportunities;
(d)Improve recruitment processes.

Unless local law requires otherwise, applicant information is generally retained for up to twenty-four (24) months following the conclusion of the recruitment process.

Retention periods may vary based on legal requirements and business needs.

SECURITY

10.1

Innovit maintains reasonable administrative, technical, and organizational safeguards designed to protect applicant information against:

(a)Unauthorized access;
(b)Unauthorized disclosure;
(c)Loss;
(d)Misuse;
(e)Alteration;
(f)Destruction.

Despite these measures, no system can guarantee complete security.

CANDIDATE RIGHTS

11.1

Depending on applicable law, candidates may have rights regarding their personal information.

These rights may include:

(a) Right of Access
Request access to personal information held by Innovit.
(b) Right to Rectification
Request correction of inaccurate or incomplete information.
(c) Right to Erasure
Request deletion of personal information in certain circumstances.
(d) Right to Restrict Processing
Request limitation of processing activities.
(e) Right to Data Portability
Request a copy of personal information in a portable format where applicable.
(f) Right to Object
Object to certain processing activities.
(g) Right to Withdraw Consent
Withdraw consent where processing is based on consent.
(h) Right to Lodge a Complaint
File a complaint with a supervisory authority or data protection regulator.

AUTOMATED DECISION-MAKING

Innovit does not make final hiring decisions solely through automated decision-making or profiling.
Human review forms a material part of all hiring decisions.
If automated tools are used to assist recruitment activities, they will be used only as support tools and not as the sole basis for employment decisions.

THIRD-PARTY RECRUITMENT PLATFORMS

Innovit may use third-party recruitment platforms, job boards, applicant tracking systems, and professional networking services.
When candidates apply through third-party platforms, those platforms may independently collect and process personal information under their own privacy policies.
Candidates are encouraged to review those policies.

CHANGES TO THIS POLICY

14.1

Innovit may update this Job Applicant Privacy Policy periodically to reflect:

(a)Changes in legal requirements;
(b)Changes in recruitment practices;
(c)Organizational changes;
(d)Technology updates.

The revised version will be posted with an updated "Last Updated" date.

CONTACT US

Questions regarding this Job Applicant Privacy Policy or requests concerning applicant information may be directed to:

Innovit
Legal Department
Email: legal.affairs@innovit.com

Legal

Legal Documents and Trust Center

Terms and Conditions

Privacy Policies

Terms and Conditions

DEFINITIONS

ACCEPTANCE OF TERMS

ELIGIBILITY

SERVICES

ACCOUNT REGISTRATION

LICENSE AND PERMITTED USE

CUSTOMER RESPONSIBILITIES

FEES AND PAYMENT

DATA PRIVACY AND SECURITY

CONFIDENTIALITY

CUSTOMER DATA

ACCEPTABLE USE POLICY

INTELLECTUAL PROPERTY RIGHTS

TRADEMARK POLICY

COPYRIGHT POLICY

THIRD-PARTY SERVICES

BETA SERVICES

WARRANTIES DISCLAIMER

LIMITATION OF LIABILITY

INDEMNIFICATION

SUSPENSION

TERMINATION

EXPORT COMPLIANCE

ANTI-BRIBERY AND COMPLIANCE

GOVERNING LAW

DISPUTE RESOLUTION

FORCE MAJEURE

CHANGES TO TERMS

GENERAL PROVISIONS

CONTACT INFORMATION

Table of Contents

Multi-Tenancy SaaS Agreement

AGREEMENT

DEFINITIONS

PROVISION OF CLOUD-HOSTED SOLUTION

USER ACCOUNTS

USE OF CLOUD-HOSTED SOLUTION

SUBMITTED MATERIALS

FEES

OWNERSHIP

DISCLAIMER

INDEMNIFICATION

LIMITATION OF LIABILITY

TERM AND TERMINATION

RESOLUTION OF DISPUTES

ASSIGNMENTS AND TRANSFERS

MISCELLANEOUS

EXHIBIT A - Support Services

DEFINITIONS

AVAILABILITY

RESPONSE TIMES

SEVERITY LEVELS

EXCLUDED SERVICES

UPGRADES

DATA BACK-UP & RESTORATION

EXHIBIT B - Support Services

Table of Contents

AGREEMENT

EXHIBIT A Support Services

EXHIBIT B Hosting Service Levels

Multi-Tenant Standard Services Agreement

THE WORK

SCHEDULES AND TIMING

FEES AND CHARGES

INTELLECTUAL PROPERTY RIGHTS

CONFIDENTIAL INFORMATION

LIMITATION OF LIABILITY

WARRANTIES, GUARANTEES AND EXCEPTIONS

TERMINATION

GENERAL

Table of Contents

Single-Tenant Hosting Services Agreement

ATTACHMENT A - General Terms & Conditions

SERVICES

FEES AND CREDITS

SUMMARY OF SERVICES 

LICENSEE RESPONSIBILITIES 