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Cloud Service Agreement

BY (A) CLICKING ON AN “ACCEPT” BUTTON, OR (B) EXECUTING AN ORDER THAT REFERENCES THIS SUBSCRIPTION SERVICES AGREEMENT, OR (C) OTHERWISE USING OR ACCESSING SUBSCRIPTION SERVICES, YOU (“LICENSEE” or “CUSTOMER”) AGREE TO THE TERMS OF THIS SUBSCRIPTION SERVICES AGREEMENT. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND SUCH COMPANY OR OTHER LEGAL ENTITY TO THESE TERMS IN WHICH CASE THE TERM “CUSTOMER” WILL REFER TO SUCH ENTITY. THIS SUBSCRIPTION SERVICES AGREEMENT IS EFFECTIVE AS OF THE DATE YOU ACCEPT THESE TERMS AND SHALL REMAIN IN FORCE UNTIL TERMINATED IN ACCORDANCE WITH THE TERMS HEREIN.

IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD NOT ACCEPT THIS SUBSCRIPTION SERVICES AGREEMENT, NOR USE OR ACCESS THE SUBSCRIPTION SERVICES.

This Subscription Services Agreement is by and between the “customer” and Thuthukani Technology Solutions (Pty) Ltd, a company duly organised and existing under the laws of South Africa and having it’s registered offices at, Midlands Office Estate North, Mount Quray Road, Midstream Estate, Gauteng, 1692, South Africa (“2TS”), and governs the receipt and use by the “customer” of Subscription services provided by 2TS and made available via a network (“Subscription Services”). 2TS and the customer are hereinafter referred to individually or collectively, as “Party” or “Parties”. This Subscription Services Agreement (SSA) and applicable attachments, Orders and Service Descriptions, constitute the complete agreement regarding transactions under this SSA (together, the “Agreement”) under which the customer may order Subscription Services. A Service Description is a document that provides a description and other information regarding a specific Subscription Service. Attachments, Service Descriptions and Support information is made available at www.2ts.co.za . Attachments provide supplemental terms that apply to certain types of Subscription Services. An Order is an agreed written or electronic document, subject to the terms and conditions of this SSA that identifies the Subscription Services to be provided, quantity/usage limits of each Subscription Service to be provided, applicable fees, taxes, payment terms and the Support to be purchased, and any other applicable terms (including but not limited to a listing of any additional authorized users which for avoidance of doubt the customer shall be responsible for their agreement and compliance with the terms hereof).

“Support” may mean basic Support, Premium Support or Extended Support. The customer is automatically enrolled in basic Support for the Subscription Service identified in an Order for the first 12 months thereof at no additional cost. 2TS may offer and the customers may purchase basic Support for a renewal period, Premium Support or Extended Support, via the execution of a separate contract or Order. Any conflicting terms in an Attachment, Order or Service Description that override other parts of this SSA will be identified in the Attachment, Order or Service Description accepted by the Customer and only apply to the specific transaction. “Premium Support” is where 2TS assigns a named 2TS support engineer to provide proactive and responsive support to the Licensee, beyond the basic Support. It is in addition to the basic Support charges. “Extended Support” is where 2TS offers basic Support for older version of the Program. It is in addition to the basic Support charges.

Subscription Services and Support are obtained solely in connection with orders executed by both parties. Each order is subject to the terms of this SSA and deemed to be a discrete contract, separate from each other, unless expressly stated otherwise therein. Orders may be entered into under this SSA by and between (a) 2TS or an Affiliate of 2TS; and (b) Customer or an Affiliate of Customer. With respect to an order, the term 2TS or Customer will be deemed to refer to the entities that execute such order, but in all cases the Customer is fully responsible for ensuring its Affiliates’ (and other authorised users’) agreement and compliance with the terms hereof (including any order). Neither execution of this SSA nor anything contained herein will obligate either Party to enter into any orders. In the event that an order is proposed by 2TS, and is deemed to constitute and offer, then acceptance of such offer is limited to its terms. In the event that the customer proposes or accepts an offer by submitting a customer purchase order, order document, acknowledgement, or other customer communication, then regardless of whether 2TS acknowledges, accepts, fully or partially performs under any such document, 2TS objects and rejects any additional or different terms in such document and none of such additional or different terms will become part the agreement between the Parties, even if 2TS uses or refers to such document for invoicing purposes. Solely for administrative convenience of the Parties in ordering hereunder, the customer may issue a purchase order in lieu of the Parties signing the 2TS Order form and such purchase order shall then be deemed an Order for ordering purposes. Such purchase order shall be subject to this SSA, and any different terms in such purchase order (whether payment terms, taxes, warranty, scope of Support, limitation of liability, termination or otherwise) will not apply as the purpose of the purchase order is solely for identifying the pricing, product/service selected, and quantity for ordering hereunder. All references in this Agreement differing or additional terms that may apply in an order, do not apply to purchase orders used as the order. Subject to this paragraph, 2TS (or its Affiliate) may accept the purchase order by processing it.

Cloud Service

  1. 2TS Cloud Services are designed to be available 24/7, subject to maintenance. The customer will be notified of scheduled maintenance. Technical support and service level commitments of each Cloud Service, if applicable, are specified in an Attachment or Service Description and is made available at 2ts.co.za.
  2. 2TS may offer non-2TS services (“Non-2TS Services”), or a 2TS Cloud Service may enable access to Non-2TS services, that may require acceptance of third-party terms identified in the Service Description. Linking to or use of Non-2TS services constitutes Customer’s agreement with such terms. 2TS is not a party to such third-party agreements and is not responsible for such Non-2TS services. 2TS does not provide any warranties or support with respect to Non-2TS services. 2TS may, at any time and at its sole discretion, discontinue Non-2TS service offerings or revoke access to Non-2TS services via 2TS Cloud Service, without entitling Customer to any refund, credit, or other compensation and without incurring any liability under the Agreement.
  3. The customer accepts an Attachment or Service Description by ordering, enrolling, using, or making a payment of the Cloud Service. When 2TS accepts Customer’s order, 2TS provides Customer the authorizations specified in the Service Description.
  4. 2TS will provide the facilities, personnel, equipment, software, and other resources necessary to provide the Cloud Services and generally make available user guides and documentation to support the customer’s use of the Cloud Services. A Cloud Service may require the use of enabling software that the customer downloads to the customer’s systems to facilitate use of the Cloud Service. The customer may use enabling software only in connection with use of the Cloud Service and according to any licensing terms as specified in the Service Description. Enabling software is provided as-is, without warranties of any kind.
  5. The customer will provide hardware, software and connectivity to access and use the Cloud Service, including any required customer-specific URL addresses and associated certificates.
  6. The customer may access a Cloud Service only to the extend of authorizations acquired by the customer. The customer is responsible for use of Cloud Services by any user who accesses the Cloud Service with the customer’s account credentials. A Cloud Service may not be used in any jurisdiction for unlawful, obscene, offensive or fraudulent content or activity, such as advocating or causing harm, interfering with or violating the integrity or security of a network or system, evading filters, sending unsolicited, abusive, or deceptive messages, viruses or harmful code, or violating third party rights. In addition, the customer may not use Cloud Services if failure of the Cloud Service could lead to death, bodily injury, property or environmental damage. The customer shall not: i) reverse engineer any portion of a Cloud service; ii) assign or resell direct access to a Cloud Service to a third party outside of the customer’s organization or use the Cloud Service for any reason other than the customer’s internal business purpose; or iii) combine Cloud Services with the customer’s value add to create a commercially available customer branded solution that the customer markets to its end user customers unless otherwise agreed in writing by 2TS.
  7. The customer shall keep strictly confidential all materials and information provided by 2TS. The customer may not copy or disclose any 2TS intellectual property and/or information to any third party or use the same for any purpose other than for using the Cloud Services in accordance with the terms of the Agreement.
  8. A Cloud Service or feature of a Cloud Service is considered “Preview” when 2TS makes such services or features available at no charge, with limited or pre-release functionality, or for a limited time to try available functionality (such as beta, trial, no-charge, or preview designated Cloud Services). Preview services are excluded from available service level agreements. A Preview service may not be covered by support and 2TS may change or discontinue a Preview service at any time and without notice. 2TS is not obligated to release a Preview service or make an equivalent service generally available.

Content and Data Protection

  1. Content” consists of all data, software, and information that the customer (or its authorized users) provides, authorizes access to, or inputs to the Cloud Service. Use of the Cloud Service will not affect the customer’s ownership or license rights in such content. 2TS, its Affiliates, and contractors of either, may access and use the content solely for the purpose of providing and managing the Cloud Service. 2TS will treat all content as confidential by not disclosing content except to 2TS employees and contractors and only to the extent necessary to deliver the Cloud Service, except for any content that: i) is or becomes generally known to the public, through no wrongful act of 2TS; ii) was known to 2TS prior to its disclosure; iii) is lawfully received from a third party; or iv) was independently developed by 2TS. Furthermore, 2TS may disclose content to the extent compelled by law to do so, provided 2TS gives the customer prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the customer’s cost and expense, if the customer wishes to contest the disclosure.
  2. The customer is responsible for obtaining all necessary rights and permissions to enable, and grants such rights and permissions to 2TS, its Affiliates, and contractors of either, to use, provide, store and otherwise process content in the Cloud Service. This includes the customer making necessary disclosures and obtaining consent, if required, before providing individuals’ information, including personal or other regulated data in such content. If any content could be subject to governmental regulation or may require security measures beyond those specified by 2TS for a Cloud Service, the customer will not input, provide, or allow such content unless specifically permitted in the terms of the relevant Service Description or unless 2TS has otherwise first agreed in writing to implement additional security and other measures.
  3. 2TS’ Privacy Policy, available upon request, applies to generally available Cloud Service offerings. Specific security features and functions of a Cloud Service may be provided in an Attachment and/or Service Description. The customer is responsible to assess the suitability of each Cloud Service for the customer’s intended use and content, and to take the necessary actions to order, enable, or use available data protection features appropriate for the content being used with a Cloud Service. By using the Cloud Service, the customer accepts responsibility for use of the Cloud Services, and acknowledges that it meets the customer’s requirements and processing instructions to enable compliance with applicable laws.
  4. 2TS will return or remove content from 2TS computing resources upon the expiration or cancellation of the Cloud Service, or earlier upon request from the customer. 2TS may charge for certain activities performed at the customer’s request (such as delivering content in a specific format). 2TS does not archive content; however, some content may remain in Cloud Service backup files until expiration of such files as governed by 2TS’ backup retention practices.
  5. Upon request by either Party, 2TS, the customer or Affiliates of either, will enter into additional agreements as required by law in the prescribed form for the protection of regulated personal data included in content. The Parties agree (and will ensure that their respective Affiliates agree) that such additional agreements will be subject to the terms of the Agreement.

Changes

  1. The customer acknowledges that 2TS may modify a Cloud Service and/or the Privacy Policy, from time to time at 2TS’ sole discretion and such modifications will replace prior versions as of the effective date. Updates to a Service Description will take effect upon a new order or for Service Descriptions previously agreed by the Customer will take effect upon the change effective date for ongoing services, or upon the renewal date for Cloud Services that automatically renew. The intent of any modification will be to: i) improve or clarify existing commitments; ii) maintain alignment to current adopted standards and applicable laws; or iii) provide additional features and functionality. Modifications will not materially degrade the security or data protection features or functionality of a Cloud Service.
  2. 2TS may withdraw a Cloud Service on 12 months’ notice and in such instance, 2TS will continue to provide the Cloud Service for the remainder of the Customer’s unexpired term in case of a fixed term and for all other cases work with the customer to migrate to another 2TS offering. Access to Non-2TS services may be withdrawn by 2TS at any time.
  3. Since this CSA may apply to many future orders, 2TS may modify this CSA by providing the customer at least three months’ written notice. Changes are not retroactive; they apply, as of the effective date, only to new orders, ongoing orders that do not expire, and renewals. For transactions with a defined renewable contract period stated in an order, the customer may request that 2TS defer the change effective date until the end of the current contract period. The customer accepts changes by placing new orders or continuing use after the change effective date or allowing transactions to renew after receipt of the change notice. Except as provided above, all changes to the Agreement must be in writing accepted by both Parties.

Trial, Beta Cloud Service and Other Preview Services

If the customer chooses to use any trial Cloud Services (‘Trial Cloud Services”), beta Cloud Services (“Beta Cloud Services”), or any other Preview Services, the customer may do so only to evaluate functionality, performance, compatibility and reliability during the period specified by 2TS. In connection with such use, the customer specifically agrees that:

  1. i) Trial Cloud Services, Beta Cloud Services and other Preview Cloud Services are provided “as-is” and without support;
  2. ii) Any security, compliance, service level and privacy commitments stated in this Agreement are not applicable to Trial, Beta or other Preview Cloud Services;
  3. iii) 2TS may change or discontinue such Cloud Services at any time and makes no commitment to make these services generally available;
  4. iv) Trial, Beta and other Preview Cloud Services are provided for testing purposes only, and may not be used in production.
  5. v) The customer will comply with testing guidelines that 2TS provides and will make reasonable efforts to provide feedback to 2TS. 2TS shall own all such feedback and shall have the right, on a perpetual and irrevocable basis, to use such feedback for any reason without payment or other obligation to the customer.

Warranties

  1. 2TS warrants that it provides Cloud Services using commercially reasonable care and skill. The warranty for a Cloud Service ends when the Cloud Service ends.
  2. 2TS does not warrant uninterrupted or error-free operation of a Cloud Service or that 2TS will correct all defects or prevent third party disruptions or unauthorized third-party access.
  3. The warranties stated in this Section are the exclusive warranties from 2TS and replace all other warranties, including the implied warranties or conditions of satisfactory quality, merchantability, non-infringement, and fitness for a particular purpose. 2TS warranties will not apply if there has been misuse, modification, damage not caused by 2TS, or failure to comply with instructions provided by 2TS. Preview services and Non-2TS services are made available under the Agreement as-is, without warranties of any kind. Third parties may provide their own warranties to the customer.

Payments

  1. Fees: The customer will pay any and all fees as detailed on the commercial contract. Except as provided therein, all amounts in the commercial contract are in South African Rands (ZAR). Payment is due in advance. The customer will pay 2TS for the amounts due, owing, and duly invoiced under the commercial contract within thirty (30) days of the date of invoice, unless otherwise agreed in writing. The customer shall make all payments pursuant to the commercial contract and/or respective invoices through electronic transfer of funds to the designated bank account as nominated by 2TS in writing. Overdue amounts payable will bear interest from the original due date at the rate as set out in the commercial contract, or the maximum legal rate, whichever is less, per month. Except as provided in this CSA, all fees are non-refundable and non-cancelable.
  2. Taxes: All fees quoted are exclusive of taxes. The customer is responsible for payment of any sales, use, value added, and any other similar taxes or governmental fess associated with the commercial contract and/or order, except for taxes based on 2TS’ net income, gross revenue and employment obligations. If 2TS is obligated by applicable law to collect and remit any taxes or fees, the appropriate tax or fee amount will be charged and set forth in the applicable invoice. The customer agrees to bear any withholding tax liability as may be required by law and would increase payment due under the commercial contract and/or order by such an amount so that the net payment made to 2TS after deduction of applicable withholding tax is the same, had there been no withholding tax applicable. The customer is solely responsible for timely and accurate payment of applicable taxes and fees, irrespective of what 2TS’ invoice may state.

Liabilities and Indemnity

  1. 2TS’ entire cumulative liability for all claims (regardless of nature) related to the Agreement will not exceed the amount of any actual direct damages incurred by the customer up to the amounts paid hereunder by the customer to 2TS, under the applicable order, during the preceding twelve (12) month period for the affected service. 2TS will not be liable for special, incidental, exemplary, indirect, or economic consequential damages, loss of profits, business, value, revenue, goodwill, or anticipated savings, business interruption or loss/corruption of data. These limitations apply collectively to 2TS, its Affiliates, contractors, and suppliers, and the customer shall ensure that its users agree to the same.
  2. Damages that cannot be limited under applicable law are not subject to the above cap. If an unaffiliated third party asserts a claim against the customer that a Cloud Service acquired under the Agreement infringes a patent or copyright, 2TS will at its selection settle such claim or defend the customer against that claim and pay amounts finally awarded by a court against the customer or included in a settlement approved by 2TS, provided that the customer promptly: i) notifies 2TS in writing of the claim; ii) supplies all information requested by 2TS; and iii) allows 2TS to control, and reasonably cooperate in, the defense and settlement, including mitigation efforts.
  3. 2TS has no responsibility for claims based on Non-2TS products and services, or other items not provided by 2TS, any violation of law or third-party rights caused by the customer’s content, materials, designs, or specifications, or for any act or omission of the customer or its representatives, or of any non-2TS person or entity, including but not limited to: i) modification of the Cloud Service by a party other than 2TS; ii) use of the Cloud Service in combination with hardware, software or cloud infrastructure not provided by 2TS; iii) any unauthorized use of the Cloud Service; or iv) the customer’s failure to incorporate updates or upgrades that would have avoided the alleged infringement.

Term and Termination

  1. The Cloud Service period (“Subscription Period”) and Support period (“Support Period”) are set forth in the applicable commercial contract. Following the initial term thereof, the Subscription Period and Support Period shall renew automatically for successive twelve (12) month terms each, subject to the right of either Party to cancel such renewal by delivery of written notice of non-renewal to the other Party at least ninety (90) days prior to the end of the then current term.
  2. 2TS may suspend or limit, to the extent necessary, the customer’s use of a Cloud Service if 2TS determines there is a material breach of the customer’s obligations, a security breach, violation of law, or breach of the terms set forth in section 1(f). If the cause of the suspension can reasonably be remedied, 2TS will provide notice of the actions the customer must take to reinstate the Cloud Service. If the customer fails to take such actions within a reasonable time, 2TS may terminate the Cloud Service. Failure to pay 2TS, its Affiliates or contractors constitutes a material breach.
  3. 2TS may terminate or suspend the Agreement and/or any Cloud Service or Support upon written notice to the customer if the customer fails to meet the credit requirements established by 2TS and does not cure same within thirty (30) days of receipt of written notice from 2TS (to the extent the customer consent for credit checks is necessary, the customer hereby provides its irrevocable consent for same during the term hereof), or if the customer: i) files or has filed against it a petition in bankruptcy; ii) has a receiver appointed to handle its assets or affairs; or iii) makes or attempts to make an assignment for benefit of creditors. For purposes of this subsection (c), written notice can include email notice. For avoidance of doubt, i) 2TS’ right to terminate or suspend under this Agreement includes, but is not limited to, remotely deactivating license keys or shutting off Support; and ii) 2TS’ rights to terminate or suspend are in addition to other rights 2TS may have.
  4. Either Party may terminate the Agreement: i) without cause on at least one (1) months’ notice to the other after expiration or termination of its obligations under the Agreement; or ii) immediately with cause, but terminate only with respect to the Cloud Service or Support at issue, if the other is in material breach of the Agreement, provided the one who is not complying is given written notice and 30 days to comply (it being acknowledged that 2TS may provide notice by email).
  5. The customer may terminate a Cloud Service on one month’s notice: i) at the written recommendation of a government or regulatory agency following a change in either applicable law or the Cloud Services; ii) if 2TS’ modification to the computing environment used to provide the Cloud Service causes the customer to be non-compliant with applicable laws; or iii) if 2TS notifies Customer of a modification that has a material adverse effect on the customer’s use of the Cloud Service, provided that 2TS will have 90 days to work with the customer to minimize such effect. In the event of such termination, 2TS shall refund a portion of any prepaid amounts for the applicable Cloud Service for the period after the date of termination.
  6. Effect of Termination and/or Expiration:
  1. i) Termination of the Agreement does not terminate existing orders, and provisions of the Agreement as they relate to such orders remain in effect until fulfilled or otherwise terminated in accordance with their terms, unless the Agreement has been terminated for cause or in accordance with Section 8(c).
  2. ii) If the Agreement is terminated for cause or in accordance with Section 8(c), the customer shall pay to 2TS, on the date of termination, the total amounts due per the Agreement (and, unless the customer terminated for cause, the customer shall pay all fees that would have been paid had Agreement not terminated). If the Agreement is terminated for any other reason and if any orders are in force after such termination, then the Customer shall make the payments in accordance with the applicable order terms and the Agreement.
  3. iii) Upon termination or expiration of a Cloud Service, the customer shall pay to 2TS, on the date of termination or expiration, the total amounts due for the applicable Cloud Service, and unless the customer terminated for cause, the customer shall pay all fees that would have been paid had the Cloud Service not terminated.
  4. iv) Upon termination of the Agreement or upon the termination or expiration of a Cloud Service, 2TS may assist the customer in transitioning the customer’s content to an alternative technology for an additional charge and under separately agreed terms.
  5. v) Any terms that by their nature extend beyond the Agreement termination remain in effect until fulfilled, and apply to successors and assignees.

Governing Laws and Geographic Scope

  1. Each party is responsible for complying with: i) laws and regulations applicable to its business and content; and ii) import, export and economic sanction laws and regulations, including defense trade control regime of any jurisdiction, including the International Traffic in Arms Regulations and those of the United States that prohibit or restrict the export, re-export, or transfer of products, technology, services or data, directly or indirectly, to or for certain countries, end uses or end users.
  2. Both parties agree to the application of the laws of the country in which the customer obtained the Cloud Services to govern, interpret, and enforce all of the customer’s and 2TS’ respective rights, duties, and obligations arising from, or relating in any manner to, the subject matter of this Agreement, without reference to: i) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the Parties’ rights or duties; ii) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or iii) other international laws. Furthermore, all rights, duties, and obligations arising from, or relating in any manner to, the subject matter of this Agreement, are subject to the jurisdiction of the courts of the country in which the customer obtained the Cloud Service.
  3. Unless otherwise agreed by the Parties, the rights and obligations of the customer are valid only in the country of the customer’s registered business address. If the customer or any user exports or imports content or use of any portion of the Cloud Service outside the country of the customer’s registered business address, 2TS will not serve as the exporter or importer. If any provision of the Agreement is invalid or unenforceable, the remaining provisions remain in full force and effect. Nothing in the Agreement affects statutory rights of consumers that cannot be waived or limited by contract.

General

  1. The customer agrees that 2TS may, no more than one time per month, audit the Cloud Services and Support usage hereunder in order to verify the customer’s use in compliance with this Agreement and/or Orders. 2TS may conduct the audit itself or at its option engage an independent third party to do such audit, provided that such third party is subject to confidentiality obligation consistent with the Agreement. The customer will provide all assistance reasonably necessary for 2TS to carry out such audit. If the audit reveals underpayment, the customer will promptly make such payments. If the audit reveals under-reporting of usage, the customer will promptly pay the difference. As with all provisions of the Agreement, 2TS’ rights and remedies in this paragraph will be without prejudice to other rights and remedies 2TS has under this Agreement or in any order, a law or in equity. 2TS’ audit rights under this paragraph shall survive any termination or expiration of an order or this CSA for two years.
  2. 2TS is an independent contractor, not the customer’s agent, joint venture, partner, or fiduciary, and does not undertake to perform any of the customer’s regulatory obligations or assume any responsibility for the customer’s business or operations. 2TS is an information technology provider only. Any directions, suggested usage, or guidance provided by 2TS or a Cloud Service does not constitute medical, clinical, legal, accounting, or other licensed professional advice. The customer and its authorized users are responsible for the use of the Cloud Service within any professional practice and should obtain their own expert advice. The customer is responsible for its use of 2TS and Non-2TS products and services. Each Party is responsible for determining the assignment of its and its Affiliates personnel, and their respective contractors, and for their direction, control, and compensation.
  3. 2TS maintains a set of business conduct and related guidelines covering conflicts of interest, market abuse, anti-bribery and corruption, and fraud. 2TS and its personnel comply with such policies and require contractors to have similar policies.
  4. 2TS, its Affiliates, and contractors of either, may, wherever they do business, store and otherwise process business contact information of the customer, its personnel and authorized users, for example, name, business telephone, address, email, and user ID for business dealings with them. Where notice to or consent by the individuals is required for such processing, the customer will notify and obtain such consent. The 2TS Privacy Policy, available upon request, provides additional details with respect to business contact information and account data described below.
  5. Account data is information, other than content and business contact information, that the customer provides to 2TS to enable the customer’s use of a Cloud Service or that 2TS collects using tracking technologies, such as cookies and web beacons, regarding the customer’s use of a Cloud Service. 2TS, its Affiliates, and contractors of either, may use account data for example to enable product features, administer use, personalize experience, and otherwise support or improve use of the Cloud Service.
  6. Neither Party may assign the Agreement, in whole or in part, without the prior written consent of the other; provided that 2TS may assign or delegate its rights and/or obligations or any part thereof under this Agreement to any or all of its Affiliates. Assignment of 2TS’ rights to receive payments or assignment by 2TS in conjunction with the sale of the portion of 2TS’ business that includes a service is not restricted.
  7. This CSA applies to 2TS and the customer and their respective Affiliates who acquire Cloud Services under this CSA. The Parties shall coordinate the activities of their own Affiliates under the Agreement. “Affiliates” means an entity that controls, is controlled by, or shares common control with 2TS or the customer, where such control arises from either: i) a direct or indirect ownership interest of more than fifty percent (50%); or ii) the power to direct or cause the direction of the management and policies, whether through the ownership, by contract, or otherwise, equal to that provided by a direct or indirect ownership of more than fifty percent (50%).
  8. Except as provided herein, all notices under the Agreement must be in writing and sent to the business address specified for the Agreement, unless a Party designates in writing a different address. The Parties consent to the use of electronic means and facsimile transmissions for communications as a signed writing. Any reproduction of the Agreement made by reliable means is considered an original. The Agreement supersedes any course of dealing, discussions or representations between the Parties with respect to the subject matter hereof.
  9. No right or cause of action for any third party is created by the Agreement or any transaction under it. Neither Party will bring a legal action arising out of or related to the Agreement more than two years after the cause of action arose. Neither Party is responsible for failure to fulfill its non-monetary obligations due to causes beyond its control. Except as provided in Section 8, each Party will allow the other reasonable opportunity to comply before it claims the other has not met its obligations. Where approval, acceptance, consent, access, cooperation or similar action by either party is required, such action will not be unreasonably delayed or withheld.
  10. 2TS may use personnel and resources in locations worldwide, including contractors to support the delivery of the Cloud Services. 2TS may transfer content, including personal data, across country borders. A list of countries where content may be processed for a Cloud Service can be made available upon request by the customer. 2TS is responsible for its obligations under the Agreement even if 2TS uses a contractor and will have appropriate agreements in place to enable 2TS to meet its obligations for a Cloud Service.
  11. 2TS may offer additional customization, configuration or other services to support Cloud Services, as detailed in a Service Description.

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