Procure Customer Agreement

This Procure Customer Agreement (this "Agreement") is a binding contract between you ("Customer") and Requis Inc. ("Requis"). This Agreement governs your access to and use of the Services.

THIS AGREEMENT TAKES EFFECT ON THE DATE WHICH IS THE EARLIER OF (i) WHEN YOU CLICK THE "I AGREE" BUTTON AT ACCOUNT REGISTRATION / VIA PLATFORM POP UP OR (ii) BY ACCESSING OR USING THE SERVICES (the "Effective Date"). BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR BY ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT CLICK THE “I AGREE” BOX AT ACCOUNT REGISTRATION OR VIA A POP UP. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

1 Definitions and interpretation

1.1 Definitions

The meanings of the terms used in this Agreement are set out below.

‘Acceptable Use Policy’ means the policy set out in Schedule 1, as it may be updated from time to time.

‘Account Information’ means information about the Customer provided to Requis in connection with the creation or administration of the Customer Account. For example, Account Information includes User names, usernames, phone numbers, email addresses and billing information associated with the Customer account.

‘Affiliate’ means, in respect of a company or other business entity, any company or other business entity Controlled by, Controlling, or under the common Control of that company or other business entity.

‘Agreement’ means this document, including the Schedules and any annexures and any Policies set out of referred to in this document.

‘API’ means an application program interface.

‘Authorised Affiliate’ means an Affiliate of Customer who requires the use of the Services, subject to the terms of this Agreement.

‘Confidential Information’ has the meaning given in clause 17.1.

‘Content’ means software (including machine images), data, text, audio, video, or images.

‘Control’ means the direct or indirect power to direct or cause the direction of the management and policies of a company or other business entity, whether through ownership of fifty percent (50%) or more of the voting interest, by contract, or otherwise (and Controlled and Controlling are to be construed accordingly).

‘Customer Account’ has the meaning given to that term in clause 4.2(a).

‘Customer Content’ means Content that the Customer, Authorised Affiliate or any User transfers to Requis for processing, storage or hosting in connection with the Services and any computational results that the Customer or any User derive from the foregoing through their use of the Services. Customer Content does not include Account Information.

‘Documentation’ means the user manuals, installation instructions, reference material and other relevant publication and aids and any updates, replacements, revisions and additions (if any) provided or made available by Requis to the Customer from time to time in a hard copy, electronic or online format. Documentation excludes any document that is training material.

‘Fees’ means the amounts to be paid by the Customer to Requis as identified in an Order.

‘Force Majeure’ means any event, occurrence or circumstance that is not within the control of a Party and which, by the exercise of reasonable care, that Party is not able to prevent, overcome or provide against.

‘Intellectual Property’ means all intellectual and industrial property rights including:

patents, trademarks, service marks, rights in designs, trade names, copyrights and topography rights, in each case whether registered or not, and any applications for registration of any of them;
rights of confidential information, trade secrets, inventions and processes;
rights under licences and consents in relation to any of them;
other forms of protection of a similar nature or having equivalent or similar effect to any of them which may subsist anywhere in the world; and
moral rights arising in connection with any of the rights described in paragraphs 1 to 4 (inclusive).

‘Lite Membership Plan’ means the limited free access to the Services. The Lite Membership Plan does not include any Customer on-boarding or supplier engagement. Further details can be found at https://supplychain.requis.com/share/procure_lite.

‘Order' means any Requis provided ordering document, online registration, order description or order confirmation referencing this Agreement.

‘Party’ or ‘Parties’ means each of the Customer and Requis.

‘Policies’ means the Acceptable Use Policy, the Privacy Notice, the restrictions (if any) described in the Requis Content and any other policy or terms referenced or incorporated into this Agreement from time to time.

‘Privacy Notice’ means our privacy notice as may be updated by us from time to time.

‘Requis Content’ means Content that Requis makes available to the Customer in connection with the Services, including the Documentation and other related materials. Requis Content does not include the Services.

‘Requis Site’ means www.supplychain.requis.com and any successor or related site designated by Requis.

‘Services' means the online delivery and licensing of the proprietary cloud based strategic procurement software as modified from time to time. The Services includes the Documentation and Technical Services but does not include Third-Party Content made available through the Requis Site.

‘Technical Services’ means any training, enablement or other technical services provided by Requis related to the Service, as identified in an Order.

‘Term’ means the period specified in clause 2.1 and includes the Initial Term and any Renewal Term.

‘Third Party Contractor’ means any third-party contractor (including the third-party contractor’s Affiliates and their respective subcontractors) who is engaged by Requis to assist in delivering the Services, including to host or store the Customer Content.

Third Party Platforms means any platform, add-on, service, product, app or integration not provided by Requis that Customer elects to integrate or enable for use with the Services.

‘User’ means such persons that the Customer (or an Authorised Affiliate) has authorised to access or use the Customer Content or otherwise access or uses the Services under the Customer Account.

1.2 Interpretation

In this Agreement, unless the context requires otherwise:

headings are for convenience only and do not affect the interpretation of this Agreement;
singular includes plural and plural includes singular;
words of one gender include any gender;
reference to a person or a Party includes a corporation, joint venture, association, government body, firm or any other entity;
reference to a Party includes that Party’s personal representatives, successors and permitted assigns;
reference to two or more persons means each of them individually and any two or more of them jointly;
if a Party comprises two or more persons:
1. reference to a Party means each of the persons individually and any two or more of them jointly;
2. a promise by that Party binds each of them individually and all of them jointly;
3. a right given to that Party is given to each of them jointly; and
4. a representation, warranty or undertaking by that Party is made by each of them individually;
the use of the word “include” or its derivative forms shall not imply any limitation;
a provision must not be construed against a Party only because that Party prepared it;
a reference to an agreement, policy procedure, code, legislation or regulation is a reference to any one of those instruments as amended from time to time;
to the extent of any conflict or inconsistency between the terms of this Agreement and other documents to which it refers, such conflict or inconsistency will be resolved according to the following order of precedence:
1. clauses 1 to 19 of this Agreement;
2. an Order;
3. the Schedules;
4. any other documents incorporated by reference into this Agreement; and
all references to "$" or "dollars" mean the lawful currency of the United States of America.

2 Term of Agreement

2.1 Term

This Agreement commences on the Effective Date and continues for 12 months (Initial Term). Following expiry of the Initial Term, and unless specified otherwise in an Order, the Agreement will automatically renew for successive 12 month periods (Renewal Term) unless terminated in accordance with clause 9.
Where Services have commenced prior to the Effective Date, the provisions of this Agreement will apply on and from the date on which those Services commenced.

3 Requis Obligations

3.1 Services

Subject to payment of the Fees by the Customer in accordance with this Agreement, Requis will:

provide the Services in accordance with the terms and conditions of this Agreement;
perform the Technical Services with the degree of skill, care and diligence expected of a competent and qualified professional experienced in providing services of a similar size, scope and nature to the Technical Services; and
use reasonable endeavours to maximise the availability of the Services (other than during periods of planned or emergency maintenance or downtime, internet service interruption, Force Majeure or other events outside the control of Requis).

3.2 Information and documents provided by the Customer

The Customer must, within a time that does not delay Requis in providing the Services, obtain all necessary licences and make available to Requis all the information, documents and other details, access and permissions required for Requis to provide the Services, including any Account Information (Customer Information) and must ensure the accuracy, completeness and correctness of the Customer Information. For the avoidance of doubt, Requis will not be required to check the Customer Information for accuracy, completeness or correctness and may rely on the Customer Information as if it were accurate, complete and correct.

4 Use of the Services

4.1 Generally

Upon account registration or acceptance of this Agreement, Customer will default to the Lite Membership Plan until Customer elects to upgrade its subscription by emailing support@requis.com.
The Customer must (and must procure that all Users) access and use the Services in accordance with this Agreement (including the Documentation) and all applicable laws, rules, and regulations, including the Acceptable Use Policy and any other Policies.

4.2 Customer Account

To access the Services, the Customer is required to create a Customer account in accordance with the procedures notified by Requis from time-to-time (Customer Account).
The Customer and each Authorised Affiliate agrees that the access rights of any User to a Customer Account (for example on a named or password enabled basis) cannot be shared or used by more than one individual, unless the right is reassigned in its entirety to another individual authorised user in which case the first user shall no longer have any right to access the Services.
The Customer must (and must procure that each User):
1. ensure that any passwords associated with the Customer Account are securely stored, handled in accordance with clause 7.2(b) and not disclosed, other than as permitted under this Agreement; and
2. immediately notify Requis in writing if it suspects, or there has been, an unauthorised use of the Customer Account or if the Account Information is lost or stolen and follow the process set out in clause 7.3(d).
Notwithstanding any other provision of this Agreement, the Customer acknowledges and agrees that it is responsible for all activities that occur under its Customer Account, regardless of whether the activities are undertaken by the Customer, an Authorised Affiliate, Users, employees or a third party (including the Customer’s contractors or agents) and, except to the extent caused by Requis’ breach of this Agreement, Requis is not responsible for unauthorised access to the Customer Account.

4.3 Third Party Content and Platforms

Requis may make available on the Requis Site, links to third party websites and content. Requis is not responsible for the content of any third-party pages, any other websites linked to the Requis Site, or any products or services offered by third parties linked to the Requis Site (Third Party Content). Nothing in the Requis Site, including, without limitation, any links to other websites, should be construed as an endorsement of any products, services or information of any other persons or companies by Requis. Access to a link to any Third Party Content is at Customer’s own risk, and Customer agrees to comply with all terms and conditions relating to such Third Party Content. Requis reserves the right not to link, or to remove the link, to a particular website at any time. Any links to third party websites are provided as a convenience and are neither owned nor operated by Requis. Requis has no control over Third Party Content and make no representations or warranties with respect to any Third Party Content. The Customer’s viewing and use of any Third Party Content is at the Customer’s sole discretion and risk.
Customer may choose to use the Services in conjunction with Third-Party Platforms. Use of Third-Party Platforms is subject to Customer’s agreement with the relevant provider and not this Agreement. Requis does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability or interoperability or how the Third-Party Platforms or their providers use Customer Content. If Customer enables a Third-Party Platform with the Services, Requis may access and exchange Customer Content with the Third-Party Platform on Customer’s behalf.

5 Changes

5.1 Changes to the Services

The Customer acknowledges and agrees that Requis may change or discontinue any of the Service (including the Service as a whole) or change or remove features or functionality of the Service from time to time.
Requis will notify the Customer of any material change to or discontinuation of the Service.
If the Customer does not wish to continue to use and access the Services after being notified of any material changes, it may terminate this Agreement, in accordance with clause 9.1(a).

6 Security and Data Privacy

6.1 Security

Without limiting clauses 12 or 13 or the Customer’s obligations under clause 7.2, Requis will maintain reasonable physical, technical and security measures with respect to the security of the Customer Content intended to assist in protecting Customer Content against accidental, unauthorized or unlawful access, disclosure, alteration, loss, or destruction.

6.2 Data Privacy

Each party will comply with all laws, rules and regulations applicable to it and binding on it in the performance of this Agreement, including the General Data Protection Regulation (GDPR).
The Customer acknowledges and agrees that, if the Services include Requis hosting Customer Content, Requis may use Third Party Contractors to store and host the Customer Content and where this is the case the Customer consents to the Customer Content being disclosed to Requis’ Third Party Contractors and transferred to, and stored and hosted in, any of the countries in which a relevant Third Party Contractor maintains facilities for hosting or storing the Customer Content from time-to-time.
Unless otherwise set out in this Agreement or as necessary to comply with the law or a binding order of a governmental body, Requis will not:
1. access or use the Customer Content except as is reasonably necessary to maintain or provide the Services; or
2. disclose the Customer Content to any government or third party;
and Requis will only use, handle and disclose the Account Information in accordance with our Privacy Notice, and the Customer consents to such use, handling and disclosure. The Privacy Notice does not apply to the Customer Content.
Following closure of your Customer Account, we will delete your Customer Content in accordance with applicable data privacy laws.

7 Customer Responsibilities

7.1 Customer Content

The Customer acknowledges and agrees that it is solely responsible for the development, content, operation, maintenance, and use of the Customer Content, including, without limitation:
1. the technical operation of the Customer Content;
2. compliance of the Customer Content with the Acceptable Use Policy, the other Policies, and all applicable laws;
3. any claims relating to the Customer Content; and
4. obtaining all necessary licences, permissions and consents in respect of the Customer Content; and
5. properly handling and processing notices sent to the Customer (or any of its Affiliates) by any person claiming that the Customer Content violate such person’s rights, including notices pursuant to any copyright or other Intellectual Property laws.

7.2 Other Security and Backup

The Customer acknowledges and agrees that:

it is responsible for properly configuring and using the Services and taking its own steps to maintain appropriate security, protection and backup of the Customer Content, which may include the use of encryption technology to protect the Customer Content from unauthorised access and routine archiving of the Customer Content; and
any Customer Account credentials and private keys generated by the Services or otherwise provided by Requis are for the Customer’s personal and internal use only and it must not (and must procure that Users do not) sell, transfer or sublicense them to any other entity or person.

7.3 User Violations

The Customer acknowledges and agrees that:

it will be deemed to have taken any action that it permits, assists or facilitates any person or entity to take in relation to this Agreement, the Customer Content or use of the Services;
it is responsible for Users’ use of the Customer Content and the Services;
it will procure that any Authorised Affiliate and all Users comply with the obligations under this Agreement and that the terms of the End User Licence Agreement (if any) with each User are consistent with this Agreement; and
if it becomes aware of any violation of its obligations under this Agreement by a User, it will immediately inform Requis and terminate such User’s access to the Customer Content and the Services.

7.4 Support

Unless expressly agreed in writing otherwise, the Customer is responsible for providing customer service (if any) to Users and Requis does not provide any support, training or other services to Users.

8 Temporary Suspension

8.1 Generally

Requis may suspend the Customer or any User’s right to access or use any portion or all of the Services immediately upon notice to the Customer if we determine:
1. the Customer or a User’s use of or registration for the Service (i) poses a security risk to the Service or any third party; (ii) may adversely impact the Service or the systems or Content of any other Requis customer; (iii) may subject us or any third party to liability; or (iv) may be fraudulent;
2. the Customer or any User is, in breach of this Agreement, including if the Customer is overdue on any payment obligations for more than15 days, provided we have provided 15 days prior written notice of such overdue payment; or
3. the Customer has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganisation, liquidation, dissolution or similar proceeding.

8.2 Effect of Suspension

If Requis suspends the Customer’s right to access or use any portion or all of the Services the Customer will remain responsible for all Fees; and
Requis’ right to suspend your or any User’s right to access or use the Services is in addition our right to terminate this Agreement pursuant to clause 9.

9 Termination

9.1 Termination

Termination for Convenience
1. Either Party may terminate this Agreement at any time for any reason upon 90 days’ notice in writing to the other Party, provided (i) Customer will not be entitled to a refund of any pre-paid fees; and (ii) if Customer has not already paid all applicable Fees for the then current Term, any such Fees that are outstanding will become immediately due and payable;.
Termination for Cause
1. Either party may terminate this Agreement for cause upon 30 days advance notice in writing to the other party if there is a breach of this Agreement by the other party, unless the defaulting party has cured the breach within the 30 day notice period.
2. Requis may also terminate this Agreement immediately upon notice to the Customer: (i) for cause, if any act or omission by the Customer, An Authorised Affiliate or any User results in a suspension described in clause 8; (ii) or in order to comply with the law or requests of governmental entities.

9.2 Effect of Termination

Upon any termination of this Agreement:
1. all your rights under this Agreement immediately terminate;
2. Other than for termination by Customer for Requis’ breach under Section 9.1(b)(1), the Customer remains responsible for all Fees and charges through the end of the current Term and any reasonable and unavoidable costs incurred by Requis as a direct result of the termination, including but not limited to any amounts Requis is committed to pay any third party; and
3. the Customer will immediately return or, if instructed by Requis, destroy all Requis Content in its possession.
Termination of this Agreement for whatever reason does not affect the ability of either Party to enforce a right that may have accrued to it under this Agreement prior to the date of termination.

9.3 Post-Termination Assistance

If requested by the Customer in writing within 30 days of the date of termination of this Agreement, Requis will provide the Customer with a copy of Customer Content. The Customer acknowledges and agrees that Requis is not required to keep a copy of any Customer Content following expiry of such 30 day period. Any additional post-termination assistance from Requis is not covered by the Fees and is subject to mutual agreement between the Parties, including as to costs.

10 Intellectual Property Rights

10.1 Customer Content

As between the Customer and Requis, the Customer or its licensors own all right, title, and interest in and to the Customer Content. Except as provided in this clause 10, we obtain no rights under this Agreement from you or your licensors to the Customer Content, including any related Intellectual Property rights.
The Customer grants to Requis a non-exclusive, sub-licensable, royalty free licence to use the Customer Content to provide the Services to the Customer and any Users in accordance with this Agreement.
In addition, the Customer grants to Requis a non-exclusive, sub-licensable, royalty free licence to use, copy, modify, display and distribute any anonymous information derived from Customer Content, including to improve our offering and potentially offer new services.

10.2 Adequate Rights

You represent, warrant and undertake to us (for yourself and on behalf of any Authorised Affiliate) that:
1. you or your licensors own all right, title, and interest in and to the Customer Content and Your Submissions;
2. you have all rights in Customer Content necessary to grant the rights contemplated by this Agreement; and
3. none of the Customer Content or Users’ use of the Customer Content, or the Services will violate the Acceptable Use Policy.

10.3 Requis Intellectual Property Rights

As between you and us, we or licensors own and reserve all right, title, and interest in and to the Services and Requis Content. We grant you (and any Authorised Affiliate) a limited, revocable, non-exclusive, non-sublicensable, non-transferrable licence to do the following during the Term:
1. access and use the Services and Documentation solely in accordance with this Agreement; and
2. copy and use the Requis Content solely in connection with your permitted use of the Services.
Except as provided in this Section 10.3, the Customer (or any Authorised Affiliate) obtains no rights under this Agreement from Requis or our licensors to the Services or the Requis Content including any modifications, enhancements or customisations of the Services or the Requis Content made for the Customer, including any related Intellectual Property rights.
The Customer must absolutely assign and transfer (and will procure that all Users, Authorised Affiliates and personnel assign and transfer) to Requis with full title guarantee all existing and future Intellectual Property Rights throughout the entire world in any modifications, enhancements or customisations of the Services or the Requis Content made for the Customer, including any related Intellectual Property rights.

10.4 Licence Restrictions

The Customer must not (and must procure that each User does not) use the Service or Requis Content in any manner or for any purpose other than as expressly permitted by this Agreement.
The Customer must not (and must procure that each User does not) attempt to:
1. 1. modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Services;
  2. reverse engineer, disassemble, or decompile any of the Services or apply any other process or procedure to derive the source code of any software included in the Services (in each case except to the extent these things cannot be prohibited under applicable law);
  3. access or use the Services in a way intended to avoid incurring Fees or exceeding usage limits or quotas; or
  4. resell or sublicense the Service.
All licences granted to you in this Agreement are conditional on your continued compliance with this Agreement and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement.
During and after the Term, the Customer must not assert, nor will it authorise, assist, or encourage any third party to assert, against us or any of our customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Service it has used.

11 Indemnification

11.1 General

The Customer will defend, indemnify, and hold harmless Requis, its licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including legal fees on a solicitor-Customer basis) arising out of or relating to any third- party claim concerning:
1. the Customer, an Authorised Affiliate or any Users’ use of the Service (including any activities under your Customer Account and use by your employees and personnel);
2. violation of the Acceptable Use Policy or applicable law by the Customer, an Authorised Affiliate or any User;
3. the Customer Content or the combination of the Customer Content with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party intellectual property or other rights by the Customer Content or by the use, development, design, production, advertising or marketing of the Customer Content; and
4. a dispute between the Customer and any User.
If we are obligated to respond to a third-party subpoena or other compulsory legal order or process described above, the Customer must indemnify us for reasonable legal fees and costs, as well as our employees’ and contractors’ time and materials spent responding to the third-party subpoena or other compulsory legal order or process at our then-current hourly rates.

12 Disclaimers

12.1 No Guarantee

THE SERVICES ARE PROVIDED “AS IS”. WE AND OUR LICENSORS MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES OR THE THIRD PARTY CONTENT, INCLUDING ANY WARRANTY THAT THE SERVICE OFFERINGS OR THIRD PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING THE CUSTOMER CONTENT OR THE THIRD PARTY CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED.

12.2 No Warranties

EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.

13 Limitation of Liability

13.1 No Consequential or Indirect Damages
WE AND OUR LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR FOR ANY DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Exclusion of Liability
NEITHER WE NOR ANY OF OUR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, LOSS OR DAMAGES ARISING IN CONNECTION WITH:

YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY:
1. TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS;
2. OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS; OR
3. ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS;
THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;
ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES; OR
ANY UNAUTHORISED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA.

13.3 Limitation of Liability

IN ANYCASE, OUR AND OUR LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE FIRST CLAIM DURING THE 12 MONTHS PRECEDING THE FIRST CLAIM.

14 Statutory Rights

Nothing in this Agreement, including clauses, 11 (Indemnification), 12 (Disclaimer) and 13 (Limitation of Liability) is intended to exclude, restrict or modify the application of any consumer statutory rights to the extent such exclusion, restriction or modification is not permitted by the relevant consumer statutory laws.

15 Modifications to the Agreement

Requis may modify this Agreement (including any Policies) at any time and for any reason, including to reflect aspects of its agreements or arrangements with its Third-Party Contractors or to add new Services or features to existing Services, by posting a revised version of the Agreement on the Requis Site or by otherwise notifying you in accordance with the notice provisions of this Agreement. Your continued use of the Services after the date of the last update constitutes your acceptance of the then-current Customer Subscription Agreement. The updated Customer Subscription Agreement supersedes all previous versions of such Agreement.

16 Fees and Payment

16.1 Entitlement to Fees
In consideration of the provision of the Services by Requis, the Customer must pay Requis the Fees.

16.2 Fees and Payment

Fees

Requis may, from time-to-time, submit tax invoices in respect of:
1. the Fees for the Services, payable 12 months in advance (unless stated otherwise in an Order);
  and
2. any other amounts for which the Customer is liable under this Agreement which are incurred by Requis, in accordance with an Order.
Customer to pay Requis
The Customer agrees to pay all invoices submitted in accordance with clause 16.2(a) within 30 days of the date of the relevant invoice. Customer agrees that Requis may bill Customer’s credit card or other payment method for renewals, expenses and any other unpaid fees, as applicable.
Set Off and Withholding
All amounts payable under this Agreement are non-refundable and will be made without setoff or counterclaim, and without any deduction or withholding.
Updated Fees and charges
Fees and charges for any new service or new feature of a service related to the Services will be effective when we post updated Fees and charges on the Requis Site unless we expressly state otherwise in a notice. Fees for Renewal Terms are at Requis’ then-current rates, regardless of any discounted pricing in a prior Order. We may charge you interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments.
Taxes
All Fees and charges payable by you are exclusive of, and in addition to, applicable taxes and duties, including applicable sales tax, goods and services, value-added, withholding or similar taxes or levies, whether domestic or foreign. You will provide us any information we reasonably request to determine whether we are obligated to collect sale tax from you, including your identification or registration number. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing us with legally-sufficient tax exemption certificates or documentation for each taxing jurisdiction. We will apply the tax exemption certificates or documentation to charges under your account occurring after the date we receive the tax exemption certificates or documentation. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.
Disputed amount
If the Customer genuinely disputes any part of the invoice submitted by Requis, the Customer must pay the undisputed balance in full, and the amount in dispute must be resolved by the Parties in good faith. In the event that any part of a disputed amount is subsequently agreed or determined to be due to Requis, then the Customer must pay the disputed amount withheld together with any accrued interest in accordance with clause 16.2(a).

17 Confidential Information

17.1 Confidential Information
Each Party must:

keep secret and confidential; and
not disclose to a third party without the other Party’s prior written consent (which will not be withheld if the disclosure is otherwise required by law),
any and all information, designs, data, specifications, drawings, reports, accounts or other documents or things which are expressly provided or made available on a confidential basis or, by their nature, could reasonably be expected to have been provided or made available on a confidential basis:
supplied or made available by one Party to the other in relation to the Services or this Agreement; or
brought into existence by Requis in performing or for the purpose of performing the Services, (Confidential Information).

17.2 Maintaining confidentiality
Each Party must take or cause to be taken all reasonable precautions necessary to maintain secrecy and confidentiality and prevent disclosure of the Confidential Information of the other Party, provided that either Party may disclose the Confidential Information of the other in order to comply with law, the orders of any Court of competent jurisdiction, or the mandatory requirements of any recognised securities or stock exchange.

17.3 No publicity

Subject to clause 17.3(b), neither Party may advertise, publish or release to the public:
1. any Confidential Information of the other Party; or
2. any Confidential Information concerning this Agreement, the Services, or the project,
  without the other Party’s prior written consent.
The Customer acknowledges that clause 17.3(a) does not apply to any business development or marketing materials produced or released by Requis referring to the Customer, the project or the scope of the Services.

17.4 Retention and survival

Notwithstanding any other provision of this Agreement, each Party may retain a copy of any and all documents, materials or things furnished to it under this Agreement (including any Confidential Information) on a confidential basis for its records, internal auditing purposes or in order to satisfy its obligations under any applicable laws.
The Parties acknowledge and agree that the obligations of confidentiality set out in this clause 17 survive:
1. termination or expiry of this Agreement, for a period of 5 years; and
2. in respect of any information retained under clause 17.4(a), for so long as such information is so retained.

17.5 Force Majeure

Neither Party is responsible for any failure to perform its obligations under this Agreement if it is prevented or delayed in performing those obligations by an event of Force Majeure. For the avoidance of doubt, an event of Force Majeure does not relieve a Party from liability for an obligation which arose before the occurrence of that event, nor does that event affect the obligation to pay money in a timely manner which was due and payable prior to the occurrence of that event.
If an event of Force Majeure occurs, then, as soon as reasonably practicable, each Party agrees to give the other Party written notice of reasonably full particulars of the event, occurrence or circumstances of Force Majeure, as well as the steps taken to minimise its effects, and use all reasonable diligence and employ all reasonable means to remedy, abate or mitigate the effects of Force Majeure as expeditiously as possible.

18 Assignment and Subcontracting

The Customer must not assign, novate or otherwise deal with its rights or obligations arising under or in connection with this Agreement (whether in whole or in part), without the prior written consent of Requis.
Requis may assign, novate, transfer, or otherwise dispose of any or all of its rights and/or obligations under this Agreement to an Affiliate or a third party that has acquired a significant part of its business, assets or undertaking without the prior consent of the Customer and, in the case of a novation, Requis, the Customer and the relevant third party will each execute a novation agreement in a form reasonably prescribed by Requis.
The Customer acknowledges and agrees that Requis may:
1. subcontract any part of the Services to a third party without the consent of the Customer; and
2. appoint any officer or employee of any Affiliate of Requis to perform any part or all of the Services.
For the avoidance of doubt, Requis will not be relieved from any liability or obligation under this Agreement by virtue of a subcontract arrangement.

19 General

This Agreement supersedes all previous agreements in respect of its subject matter and embodies the entire agreement between the Parties in respect of its subject matter.
Nothing in this Agreement is to be construed as creating, or evidence of, a partnership between the Parties.
Any provision of this Agreement, which is or becomes illegal, void, voidable or unenforceable, will be ineffective to that extent without affecting or invalidating the remaining provisions of this Agreement.
We may provide any notice to you under this Agreement by posting a notice on the Requis Site or sending a message to the email address then associated with your Customer Account. Such notices will be effective from the time posted on the Requis Site or from when we send the email (as applicable).
A notice or other communication under this Agreement by the Customer (Customer Notice) may be sent by any method prescribed by the Requis Site or by sending a message to our designated email address. A Customer Notice is deemed to be effective from the date it is received by us (unless an answerback code or error message is received by the sender which indicates the email transmission has not been successful).
This Agreement may be executed in any number of counterparts. All counterparts, taken together, constitute one instrument. A Party may execute this Agreement by signing any counterparts.
This Agreement and the transactions contemplated under it, including without limitation its interpretation, construction, performance and enforcement shall be governed by the laws of the State of Texas, U.S.A., including its statutes of limitations, but without reference to conflict or choice of law provisions, as applicable to contracts made and performed entirely within such State. The International Convention on the Sale of Goods, and other international treaties that are not mandatory with respect to the Site or Services provided by Requis, shall not apply.
Except as otherwise provided in this Agreement, the exclusive forum for the resolution of any dispute relating to this Agreement shall be in the state courts in Texas, U.S.A., or the United States District Court for the Southern District of Texas and the Parties agree to personal jurisdiction of such courts with regard to any dispute relating to this Agreement, and Customer agrees to service of process by e-mail to the address you have submitted on the Site, if any, and by any other means permitted by law.
No Party may rely on the words or conduct of the other Party as waiver of any right unless the waiver is in writing and signed by the Party granting the waiver.
Clauses 1, 16, 9.2, 10 (except any licence granted to the Customer under that clause), 11, 12, 13, 14, 15, 17, 18, 19, and any other obligations which are expressed to or, by their nature, survive expiry or termination of this agreement and are enforceable at any time at law or in equity.
This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.
In connection with this Agreement, each party (and any Authorised Affiliate) will comply with all applicable import, re-import, export, and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Services, including your transfer and processing of Your Content, the provision of Your Content to Users, and the countries in which any of the foregoing occur.

Schedule 1 – Acceptable Use Policy
This Acceptable Use Policy (this “Policy”) describe the prohibited uses of the Software as a Service provided by Requis (the “Services”) and the Requis Site (collectively the “Requis Site”). The examples described in this Policy are not exhaustive. We may modify this Policy at any time by posting a revised version on the Requis Site or otherwise notifying you in accordance with the Agreement. By using the Services or accessing the Requis Site, you agree to the latest version of this Policy. If you violate the Policy or authorise or help others to do so, we may suspend or terminate your use of the Services.

No Illegal, Harmful, or Offensive Use or Content
You must not use, or encourage, promote, facilitate or instruct others to use, the Services or Requis Site for any illegal, harmful, fraudulent, infringing or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, fraudulent, infringing or offensive. Prohibited activities or content include:
- Illegal, Harmful or Fraudulent Activities. Any activities that are illegal, that violate the rights of others, or that may be harmful to others, our operations or reputation, including disseminating, promoting or facilitating child pornography, offering or disseminating fraudulent goods, services, schemes, or promotions, make-money-fast schemes, ponzi and pyramid schemes, phishing, or pharming.
- Infringing Content. Content that infringes or misappropriates the intellectual property or proprietary rights of others.
- Offensive Content. Content that is defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable, including content that constitutes child pornography, relates to bestiality, or depicts non-consensual sex acts.
- Harmful Content. Content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, including viruses, Trojan horses, worms, time bombs, or cancelbots.
No Security Violations
You must not use the Services to violate the security or integrity of any network, computer or communications system, software application, or network or computing device (each, a “System”). Prohibited activities include:
- Unauthorised Access. Accessing or using any System without permission, including attempting to probe, scan, or test the vulnerability of a System or to breach any security or authentication measures used by a System.
- Interception. Monitoring of data or traffic on a System without permission.
- Falsification of Origin. Forging TCP-IP packet headers, e-mail headers, or any part of a message describing its origin or route. The legitimate use of aliases and anonymous remailers is not prohibited by this provision.
No Network Abuse
You must not make network connections to any users, hosts, or networks unless you have permission to communicate with them. Prohibited activities include:
- Monitoring or Crawling. Monitoring or crawling of a System that impairs or disrupts the System being monitored or crawled.
- Denial of Service (DoS). Inundating a target with communications requests so the target either cannot respond to legitimate traffic or responds so slowly that it becomes ineffective.
- Intentional Interference. Interfering with the proper functioning of any System, including any deliberate attempt to overload a system by mail bombing, news bombing, broadcast attacks, or flooding techniques.
- Operation of Certain Network Services. Operating network services like open proxies, open mail relays, or open recursive domain name servers.
- Avoiding System Restrictions. Using manual or electronic means to avoid any use limitations placed on a System, such as access and storage restrictions.
No E-Mail or Other Message Abuse
You must not distribute, publish, send, or facilitate the sending of unsolicited mass e-mail or other messages, promotions, advertising, or solicitations (like “spam”), including commercial advertising and informational announcements. You will not alter or obscure mail headers or assume a sender’s identity without the sender’s explicit permission. You will not collect replies to messages sent from another internet service provider if those messages violate this Policy or the acceptable use policy of that provider.
Our Monitoring and Enforcement
We reserve the right, but do not assume the obligation, to investigate any violation of this Policy or misuse of the Services or Requis Site. We may:
- investigate violations of this Policy or misuse of the Services or Requis Site; or
- remove, disable access to, or modify any content or resource that violates this Policy or any other agreement we have with you for use of the Services or the Requis Site.
We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing appropriate customer information. We also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Policy.
Reporting of Violations of this Policy If you become aware of any violation of this Policy, you must immediately notify us and provide us with assistance, as requested, to stop or remedy the violation. To report any violation of this Policy, please follow our abuse reporting process.

Procure Customer Agreement

Requis may, from time-to-time, submit tax invoices in respect of: