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datasecuritypolicy
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@ -5,7 +5,7 @@ This Data Security Policy ("Data Security Policy") is provided by LAB6IX, Inc.,
1.2 Security Management and Third-Party Security Audit. Lab6ix will maintain an externally accredited and business-wide Information Security Management System based on ISO 27001, or equivalent, as recommended by good industry practice, as applicable. Lab6ix engages an industry-recognized third-party auditor to conduct a SOC 2 security audit ("SOC 2") on at least an annual basis. Lab6ix will, upon written request, provide Customer with copies of its then-current SOC 2, including the applicable scope.
1.3 Customer Audit. Customer may, at its sole cost and expense, upon no less than thirty (30) business days' advance written notice to Lab6ix, and no more than once per calendar year, perform, and Lab6ix will reasonably assist with (during regular business hours), a remote vendor risk assessment ("VRA"). The VRA shall consist of a review of Lab6ix's security related documentation (at a scope to be mutually agreed) regarding its compliance with this Data Security Policy. Upon review of such materials, if Customer cannot find the assurances it considers necessary by review of such security documentation, then Customer may submit reasonable requests for information security and audit questionnaires that are necessary to confirm Lab6ix's compliance with this Data Security Policy, and Lab6ix will make appropriate personnel reasonably available (during regular business hours) to answer such questions related to Lab6ix’s compliance with this Data Security Policy. In the event of a Security Breach that requires reporting to a supervisory authority or other governmental authority, Customer may conduct an additional VRA on no less than thirty (30) business days' notice. In addition to Customer's audit rights herein, Lab6ix will reasonably cooperate and respond (during regular business hours) to Customer's annual security questionnaires. Any information exchanged with the activities described in this Section is deemed to be Lab6ix's Confidential Information.
1.3 Customer Audit. Customer may, at its sole cost and expense, upon no less than thirty (30) business days' advance written notice to Lab6ix, and no more than once per calendar year, perform, and Lab6ix will reasonably assist with (during regular business hours), a remote vendor risk assessment ("VRA"). The VRA shall consist of a review of Lab6ix's security related documentation (at a scope to be mutually agreed) regarding its compliance with this Data Security Policy. Upon review of such materials, if Customer cannot find the assurances it considers necessary by review of such security documentation, then Customer may submit reasonable requests for information security and audit questionnaires that are necessary to confirm Lab6ix's compliance with this Data Security Policy, and Lab6ix will make appropriate personnel reasonably available (during regular business hours) to answer such questions related to Lab6ix's compliance with this Data Security Policy. In the event of a Security Breach that requires reporting to a supervisory authority or other governmental authority, Customer may conduct an additional VRA on no less than thirty (30) business days' notice. In addition to Customer's audit rights herein, Lab6ix will reasonably cooperate and respond (during regular business hours) to Customer's annual security questionnaires. Any information exchanged with the activities described in this Section is deemed to be Lab6ix's Confidential Information.
1.4 System Protection & Disaster Recovery. Lab6ix has disaster recovery and business continuity plans, and reviews each, and tests its disaster recovery plan, annually. Upon request, Lab6ix will provide a summary of its disaster recovery and business continuity planning and management practices, and the same shall be treated as Lab6ix's Confidential Information under this Data Security Policy.

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master_service_contract
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@ -1,44 +1,44 @@
PLEASE READ CAREFULLY: THE INDIVIDUAL ACCEPTING THIS MASTER SERVICES AGREEMENT (“MASTER SERVICES AGREEMENT”) ON BEHALF OF AN END USER CUSTOMER (“CUSTOMER”), REPRESENTS AND WARRANTS THAT THEY HAVE FULL AUTHORITY TO BIND CUSTOMER TO THIS MASTER SERVICES AGREEMENT. UNLESS CUSTOMER HAS ANOTHER VALID AGREEMENT FOR THE PURCHASE AND USE OF LAB6IX PRODUCT(S) AND PROFESSIONAL SERVICES, THIS MASTER SERVICES AGREEMENT GOVERNS, WHICH INCLUDES TERMS REGARDING LICENSE AND USAGE, DATA PRIVACY OBLIGATIONS, DISCLAIMERS AND LIMITATIONS OF LIABILITY, AND LAB6IX'S RIGHT TO SUSPEND AND/OR TERMINATE THE AGREEMENT AND CUSTOMER’S ACCESS OR USE OF THE LAB6IX PRODUCT(S) AND PROFESSIONAL SERVICES (INCLUDING WORK PRODUCT, IF ANY) FOR NON-PAYMENT. BY ACCEPTING THIS MASTER SERVICES AGREEMENT (EITHER BY CLICKING, CHECKING A BOX OR ENTERING INTO A SERVICE ORDER) CUSTOMER ACCEPTS THIS MASTER SERVICES AGREEMENT, WHICH WILL BE DEEMED A BINDING CONTRACT BETWEEN CUSTOMER AND LAB6IX. IF CUSTOMER DOES NOT AGREE TO OR CANNOT COMPLY WITH ALL THE TERMS AND CONDITIONS OF THIS MASTER SERVICES AGREEMENT OR IF THE INDIVIDUAL ACCEPTING THIS MASTER SERVICES AGREEMENT DOES NOT HAVE AUTHORITY TO BIND CUSTOMER, THEN DO NOT ACCEPT AND CUSTOMER WILL NOT BE AUTHORIZED TO ACCESS OR USE THE LAB6IX PRODUCT(S) OR PROFESSIONAL SERVICES (INCLUDING WORK PRODUCT, IF ANY). THIS MASTER SERVICES AGREEMENT IS BINDING AS OF THE EARLIEST OF: (I) THE DATE THAT CUSTOMER ACCEPTS THIS MASTER SERVICES AGREEMENT, (II) THE DATE SET FORTH ON AN ORDER FORM(S) OR (II) THE DATE ON WHICH CUSTOMER DOWNLOADS, INSTALLS, ACTIVATES, ACCESSES, OR USES THE LAB6IX PRODUCT(S) OR PROFESSIONAL SERVICES (INCLUDING WORK PRODUCT, IF ANY).
PLEASE READ CAREFULLY: THE INDIVIDUAL ACCEPTING THIS MASTER SERVICES AGREEMENT (“MASTER SERVICES AGREEMENT”) ON BEHALF OF AN END USER CUSTOMER (“CUSTOMER”), REPRESENTS AND WARRANTS THAT THEY HAVE FULL AUTHORITY TO BIND CUSTOMER TO THIS MASTER SERVICES AGREEMENT. UNLESS CUSTOMER HAS ANOTHER VALID AGREEMENT FOR THE PURCHASE AND USE OF LAB6IX PRODUCT(S) AND PROFESSIONAL SERVICES, THIS MASTER SERVICES AGREEMENT GOVERNS, WHICH INCLUDES TERMS REGARDING LICENSE AND USAGE, DATA PRIVACY OBLIGATIONS, DISCLAIMERS AND LIMITATIONS OF LIABILITY, AND LAB6IX'S RIGHT TO SUSPEND AND/OR TERMINATE THE AGREEMENT AND CUSTOMER'S ACCESS OR USE OF THE LAB6IX PRODUCT(S) AND PROFESSIONAL SERVICES (INCLUDING WORK PRODUCT, IF ANY) FOR NON-PAYMENT. BY ACCEPTING THIS MASTER SERVICES AGREEMENT (EITHER BY CLICKING, CHECKING A BOX OR ENTERING INTO A SERVICE ORDER) CUSTOMER ACCEPTS THIS MASTER SERVICES AGREEMENT, WHICH WILL BE DEEMED A BINDING CONTRACT BETWEEN CUSTOMER AND LAB6IX. IF CUSTOMER DOES NOT AGREE TO OR CANNOT COMPLY WITH ALL THE TERMS AND CONDITIONS OF THIS MASTER SERVICES AGREEMENT OR IF THE INDIVIDUAL ACCEPTING THIS MASTER SERVICES AGREEMENT DOES NOT HAVE AUTHORITY TO BIND CUSTOMER, THEN DO NOT ACCEPT AND CUSTOMER WILL NOT BE AUTHORIZED TO ACCESS OR USE THE LAB6IX PRODUCT(S) OR PROFESSIONAL SERVICES (INCLUDING WORK PRODUCT, IF ANY). THIS MASTER SERVICES AGREEMENT IS BINDING AS OF THE EARLIEST OF: (I) THE DATE THAT CUSTOMER ACCEPTS THIS MASTER SERVICES AGREEMENT, (II) THE DATE SET FORTH ON AN ORDER FORM(S) OR (II) THE DATE ON WHICH CUSTOMER DOWNLOADS, INSTALLS, ACTIVATES, ACCESSES, OR USES THE LAB6IX PRODUCT(S) OR PROFESSIONAL SERVICES (INCLUDING WORK PRODUCT, IF ANY).
1. DEFINITIONS. Capitalized terms in the Agreement are defined in Exhibit A to this Master Services Agreement, or elsewhere in the Agreement.
2. GENERAL LICENSE TERMS
2.1 License Grant. Subject to Customer’s compliance with the terms and conditions of the Agreement, Lab6ix grants to Customer a worldwide, royalty-free, non-exclusive, non-sublicensable, non-transferable (except to a successor-in-interest as permitted hereunder), revocable (except as otherwise permitted herein) license to access and use, as applicable, the Lab6ix Product(s) during the Subscription Term and in accordance with the applicable Order Form(s) solely for Customer’s own internal business purposes. Customer may use the Documentation in connection with the license granted under this Section 2.1. Customer is responsible for its Users’ compliance with the Agreement.
2.1 License Grant. Subject to Customer's compliance with the terms and conditions of the Agreement, Lab6ix grants to Customer a worldwide, royalty-free, non-exclusive, non-sublicensable, non-transferable (except to a successor-in-interest as permitted hereunder), revocable (except as otherwise permitted herein) license to access and use, as applicable, the Lab6ix Product(s) during the Subscription Term and in accordance with the applicable Order Form(s) solely for Customer's own internal business purposes. Customer may use the Documentation in connection with the license granted under this Section 2.1. Customer is responsible for its Users' compliance with the Agreement.
2.2 License Restrictions. Customer must not: (i) sublicense, sell, resell, transfer or assign (except to a successor-in-interest as permitted hereunder), distribute or otherwise commercially exploit or make available to any third-party (other than its Users) the Lab6ix Product(s); (ii) modify, copy (other than a reasonable number for Customer’s operation of the Lab6ix Product(s)), or make derivative works of or compilations based upon the Lab6ix Product(s); (iii) decompile, disassemble, reverse engineer, or otherwise attempt to derive source code of the Lab6ix Product(s); (iv) use or access the Lab6ix Product(s) for the purposes of building a competitive product or service, or copying its features, functions, or user interface; (v) resell any marketing, training or other materials such as slides, advice, guidance, or frameworks provided by Lab6ix; or (vi) access, use, or attempt to access or use, the Lab6ix Product(s) to bypass, exploit, defeat, or disable any limitations or restrictions placed on the Lab6ix Product(s), including any User limitations that may be described in any Order Form(s).
2.2 License Restrictions. Customer must not: (i) sublicense, sell, resell, transfer or assign (except to a successor-in-interest as permitted hereunder), distribute or otherwise commercially exploit or make available to any third-party (other than its Users) the Lab6ix Product(s); (ii) modify, copy (other than a reasonable number for Customer's operation of the Lab6ix Product(s)), or make derivative works of or compilations based upon the Lab6ix Product(s); (iii) decompile, disassemble, reverse engineer, or otherwise attempt to derive source code of the Lab6ix Product(s); (iv) use or access the Lab6ix Product(s) for the purposes of building a competitive product or service, or copying its features, functions, or user interface; (v) resell any marketing, training or other materials such as slides, advice, guidance, or frameworks provided by Lab6ix; or (vi) access, use, or attempt to access or use, the Lab6ix Product(s) to bypass, exploit, defeat, or disable any limitations or restrictions placed on the Lab6ix Product(s), including any User limitations that may be described in any Order Form(s).
2.3 Configuration. Customer is responsible for proper installation and configuration of the Lab6ix Product(s) in accordance with the Documentation and securing access passwords, keys, tokens or other credentials used by Customer in connection with the Software (collectively, “Customer Credentials”). Customer shall use reasonable efforts to restrict transmission of any Sensitive Information to the Lab6ix Product(s). Customer shall use reasonable efforts to prevent unauthorized access or use of the Lab6ix Product(s) and to promptly notify Lab6ix if Customer believes (a) any Customer Credentials have been lost, stolen or made available to an unauthorized third party or (b) an unauthorized third party has accessed the Lab6ix Product(s).
3. AFFILIATE ORDERS. Each of Customer’s Affiliates may enter into one or more Order Form(s) with Lab6ix, subject to the provisions of this Section 3. Each Order Form(s) creates a separate contract between the individual Affiliate and Lab6ix, is governed by the terms and conditions of this Master Services Agreement, and such Affiliate will be deemed the “Customer” thereunder. Each Affiliate will pay for all Fees pursuant to an Order Form(s) entered into by that Affiliate. Customer will remain fully liable for the acts and omissions of such Affiliates, and its and their employees, agents and contractors.
3. AFFILIATE ORDERS. Each of Customer's Affiliates may enter into one or more Order Form(s) with Lab6ix, subject to the provisions of this Section 3. Each Order Form(s) creates a separate contract between the individual Affiliate and Lab6ix, is governed by the terms and conditions of this Master Services Agreement, and such Affiliate will be deemed the “Customer” thereunder. Each Affiliate will pay for all Fees pursuant to an Order Form(s) entered into by that Affiliate. Customer will remain fully liable for the acts and omissions of such Affiliates, and its and their employees, agents and contractors.
4. PROTECTION OF CUSTOMER DATA AND PERSONAL DATA. Lab6ix will maintain reasonable and appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data and Personal Data, including, but not limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data and Personal Data. Lab6ix's current data security policy is available at https://lab6ix.com/legal, and is hereby incorporated by reference into this Master Services Agreement (“Data Security Policy”).
5. OWNERSHIP.
Lab6ix (and its licensors, where applicable) owns all right, title and interest (including all related Intellectual Property Rights) in and to the Lab6ix Product(s), Lab6ix Technology, Work Product (which is specific to the Lab6ix Product(s) and not provided on a “work made for hire basis”), and any other Intellectual Property Rights owned by Lab6ix. Lab6ix hereby grants to Customer a worldwide, royalty-free, non-exclusive, time-limited, non-sublicensable, non-transferable (except to a successor in interest as permitted hereunder), revocable (except as otherwise permitted herein) license use the Work Product during the Subscription Term specified on the Order Form(s) in connection with the Lab6ix Product(s), solely for Customer’s own internal business purposes. There are no implied rights and all rights not expressly granted herein are reserved. If a Customer or an Affiliate provides Lab6ix with any Feedback, Lab6ix will own all right, title and interest in and to such Feedback, and Lab6ix will have the right to use such Feedback without restriction. Customer or its licensors own all rights in and to all Customer Data. Customer has sole responsibility for ensuring the accuracy, quality, integrity, legality, security, reliability, appropriateness, and Intellectual Property Rights to use all Customer Data. Customer authorizes Lab6ix and its service providers the right to collect and process Customer Data and Personal Data to provide Customer with the Lab6ix Product(s) and Professional Services, if any.
Lab6ix (and its licensors, where applicable) owns all right, title and interest (including all related Intellectual Property Rights) in and to the Lab6ix Product(s), Lab6ix Technology, Work Product (which is specific to the Lab6ix Product(s) and not provided on a “work made for hire basis”), and any other Intellectual Property Rights owned by Lab6ix. Lab6ix hereby grants to Customer a worldwide, royalty-free, non-exclusive, time-limited, non-sublicensable, non-transferable (except to a successor in interest as permitted hereunder), revocable (except as otherwise permitted herein) license use the Work Product during the Subscription Term specified on the Order Form(s) in connection with the Lab6ix Product(s), solely for Customer's own internal business purposes. There are no implied rights and all rights not expressly granted herein are reserved. If a Customer or an Affiliate provides Lab6ix with any Feedback, Lab6ix will own all right, title and interest in and to such Feedback, and Lab6ix will have the right to use such Feedback without restriction. Customer or its licensors own all rights in and to all Customer Data. Customer has sole responsibility for ensuring the accuracy, quality, integrity, legality, security, reliability, appropriateness, and Intellectual Property Rights to use all Customer Data. Customer authorizes Lab6ix and its service providers the right to collect and process Customer Data and Personal Data to provide Customer with the Lab6ix Product(s) and Professional Services, if any.
6. PAYMENT
6.1 Fees. Customer will pay all undisputed fees, and other charges, as specified on the applicable Order Form(s) and as otherwise provided herein (“Fees”). The Fees are exclusive of all direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessment of any nature, including value-added, sales, use or withholding taxes (“Taxes”). Customer is solely responsible for payment of all Taxes related to this Agreement. Lab6ix may be required to collect and remit Taxes from Customer, unless Customer provides Lab6ix with a valid tax exemption certificate. Neither party shall be responsible for any Taxes levied against the other party’s net income.
6.1 Fees. Customer will pay all undisputed fees, and other charges, as specified on the applicable Order Form(s) and as otherwise provided herein (“Fees”). The Fees are exclusive of all direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessment of any nature, including value-added, sales, use or withholding taxes (“Taxes”). Customer is solely responsible for payment of all Taxes related to this Agreement. Lab6ix may be required to collect and remit Taxes from Customer, unless Customer provides Lab6ix with a valid tax exemption certificate. Neither party shall be responsible for any Taxes levied against the other party's net income.
6.2 Payment. Unless otherwise agreed between Customer and Reseller, all Fees under an Order Form(s) are due and payable within thirty (30) days of Customer’s receipt of invoice. All Fees are non-cancelable and non-refundable. Customer is responsible for paying for the Lab6ix Product(s) and Professional Services that Customer orders for the entire Subscription Term whether or not actually used. Fees are stated in United States Dollars, and must be paid in United States Dollars.
6.2 Payment. Unless otherwise agreed between Customer and Reseller, all Fees under an Order Form(s) are due and payable within thirty (30) days of Customer's receipt of invoice. All Fees are non-cancelable and non-refundable. Customer is responsible for paying for the Lab6ix Product(s) and Professional Services that Customer orders for the entire Subscription Term whether or not actually used. Fees are stated in United States Dollars, and must be paid in United States Dollars.
6.3 Non-Payment. Any payment not received from Customer by the due date may accrue (except for amounts then under reasonable and good faith dispute) interest at the rate of one and one-half percent (1.5%) per month, or the maximum penalty permitted by law (whichever is less), on any outstanding balance, plus all expenses of collection. In addition to any other rights Lab6ix may have, Lab6ix reserves the right to suspend its performance under the Agreement and Customer’s license to the Lab6ix Product(s) if: (a) if, Lab6ix's reasonable opinion, circumstances exist which raise doubt as to Customer’s ability or willingness to pay as provided herein, (b) Customer breaches Section 2.2 (License Restrictions), or (c) if purchasing direct from Lab6ix and required by Customer, Customer fails to issue a purchase order within a reasonable period of time (not to exceed thirty (30) days) after agreeing to an order hereunder (including, by way of executing an Order Form(s)).
6.3 Non-Payment. Any payment not received from Customer by the due date may accrue (except for amounts then under reasonable and good faith dispute) interest at the rate of one and one-half percent (1.5%) per month, or the maximum penalty permitted by law (whichever is less), on any outstanding balance, plus all expenses of collection. In addition to any other rights Lab6ix may have, Lab6ix reserves the right to suspend its performance under the Agreement and Customer's license to the Lab6ix Product(s) if: (a) if, Lab6ix's reasonable opinion, circumstances exist which raise doubt as to Customer's ability or willingness to pay as provided herein, (b) Customer breaches Section 2.2 (License Restrictions), or (c) if purchasing direct from Lab6ix and required by Customer, Customer fails to issue a purchase order within a reasonable period of time (not to exceed thirty (30) days) after agreeing to an order hereunder (including, by way of executing an Order Form(s)).
6.4 Disputed Fees. Customer shall have the right to withhold payment of any invoiced Fees that are disputed in good faith until the parties reach agreement with respect to such disputed Fees, and such withholding of disputed amounts shall not be deemed a breach of this Agreement nor shall any interest be paid thereon. In such case, Customer shall promptly (and in no event more than ten (10) business days from receipt of invoice) provide written notice to Lab6ix of any such good faith dispute prior to withholding such payment, specifying in reasonable detail the nature of the dispute and the amount withheld, and shall pay all undisputed amounts set forth on such invoice in accordance with this Section 6. The parties will negotiate in good faith to resolve any such disputes within thirty (30) days of submission by Customer.
6.5 Excess Usage. Customer shall purchase sufficient licenses and/or usage rights to cover its usage of the Lab6ix Product(s). Without prejudice to its other rights, Lab6ix reserves the right to invoice Customer, or its Reseller, for any usage of Lab6ix products or services not listed on the applicable Order Form and any usage of the Lab6ix Product(s) in excess of the quantities specified on the applicable Order Form(s) (as applicable, “Excess Usage”) at the then-current applicable list price and without benefit of any otherwise applicable discount and subject to license or usage fees reflecting the duration of such Excess Usage, and Customer agrees to pay such amounts in accordance with this Agreement. On reasonable notice, Lab6ix may audit Customer’s use of the Lab6ix Product(s) to confirm Customer’s compliance with the terms of this Agreement, provided such audit does not unreasonably interfere with Customer’s business activities. Customer will reasonably cooperate with Lab6ix and/or any third party auditor, and will, without prejudice to other rights of Lab6ix, address any non-compliance identified by the audit within thirty (30) days after such audit, including without limitation, by paying license or usage fees reflecting the duration of any Excess Usage at the then-current applicable list price and without benefit of any otherwise applicable discount. Customer will promptly reimburse Lab6ix for all reasonable costs of the audit if the audit reveals either unpaid, Excess Usage of more than five (5%) percent, or that Customer has materially failed to maintain accurate records of use of the Lab6ix Product(s). Lab6ix may also, at any time on request, require Customer to furnish Lab6ix with a self-attestation accompanied by a usage report generated from Customer’s systems or such other documentation necessary to verify that Customer’s use of the Lab6ix Product(s) has not resulted in any Excess Usage.
6.5 Excess Usage. Customer shall purchase sufficient licenses and/or usage rights to cover its usage of the Lab6ix Product(s). Without prejudice to its other rights, Lab6ix reserves the right to invoice Customer, or its Reseller, for any usage of Lab6ix products or services not listed on the applicable Order Form and any usage of the Lab6ix Product(s) in excess of the quantities specified on the applicable Order Form(s) (as applicable, “Excess Usage”) at the then-current applicable list price and without benefit of any otherwise applicable discount and subject to license or usage fees reflecting the duration of such Excess Usage, and Customer agrees to pay such amounts in accordance with this Agreement. On reasonable notice, Lab6ix may audit Customer's use of the Lab6ix Product(s) to confirm Customer's compliance with the terms of this Agreement, provided such audit does not unreasonably interfere with Customer's business activities. Customer will reasonably cooperate with Lab6ix and/or any third party auditor, and will, without prejudice to other rights of Lab6ix, address any non-compliance identified by the audit within thirty (30) days after such audit, including without limitation, by paying license or usage fees reflecting the duration of any Excess Usage at the then-current applicable list price and without benefit of any otherwise applicable discount. Customer will promptly reimburse Lab6ix for all reasonable costs of the audit if the audit reveals either unpaid, Excess Usage of more than five (5%) percent, or that Customer has materially failed to maintain accurate records of use of the Lab6ix Product(s). Lab6ix may also, at any time on request, require Customer to furnish Lab6ix with a self-attestation accompanied by a usage report generated from Customer's systems or such other documentation necessary to verify that Customer's use of the Lab6ix Product(s) has not resulted in any Excess Usage.
7. WARRANTIES; DISCLAIMERS.
7.1 Each party warrants that: (a) it has the requisite corporate power and authority to enter into this Agreement and each Order Form(s); and (b) it will comply with laws applicable to its performance hereunder.
7.2 Lab6ix warrants that the Lab6ix Product(s) will substantially conform in all material respects with the applicable Documentation (“Product Warranty”). Lab6ix may modify the Documentation in its sole discretion, provided, the overall functionality of the Lab6ix Product(s) will not be materially decreased during the Subscription Term. As Customer’s sole and exclusive remedy and Lab6ix’s entire liability for any breach of the Product Warranty, Lab6ix will (a) use reasonable efforts to fix, provide a work around, or otherwise repair or replace the affected Lab6ix Product(s) or if Lab6ix is unable to do so, (b) terminate the license to use such Lab6ix Product(s) and return the Fees paid to Lab6ix for such allegedly defective Lab6ix Product(s), as applicable, for the period commencing from Customer’s notice of nonconformity through the remainder of the Subscription Term.
7.2 Lab6ix warrants that the Lab6ix Product(s) will substantially conform in all material respects with the applicable Documentation (“Product Warranty”). Lab6ix may modify the Documentation in its sole discretion, provided, the overall functionality of the Lab6ix Product(s) will not be materially decreased during the Subscription Term. As Customer's sole and exclusive remedy and Lab6ix's entire liability for any breach of the Product Warranty, Lab6ix will (a) use reasonable efforts to fix, provide a work around, or otherwise repair or replace the affected Lab6ix Product(s) or if Lab6ix is unable to do so, (b) terminate the license to use such Lab6ix Product(s) and return the Fees paid to Lab6ix for such allegedly defective Lab6ix Product(s), as applicable, for the period commencing from Customer's notice of nonconformity through the remainder of the Subscription Term.
7.3 Lab6ix offers SLA(s) for some of the Lab6ix Product(s), which are available at https://lab6ix.com/legal/ and hereby incorporated by reference into this Master Services Agreement, as applicable.
7.4 Lab6ix warrants it will provide the Professional Services in a professional and workmanlike manner consistent with reasonable industry standards and practices (“Professional Services Warranty”). As Customer’s sole and exclusive remedy and Lab6ix’s entire liability for any breach of the Professional Services Warranty, Lab6ix will use reasonable efforts to re-perform the Professional Services, as applicable, or, if Lab6ix is unable to do so, terminate the applicable portion of the affected Order Form and/or SOW and refund that portion of any Fees paid to Lab6ix that correspond to the allegedly defective Professional Services.
7.4 Lab6ix warrants it will provide the Professional Services in a professional and workmanlike manner consistent with reasonable industry standards and practices (“Professional Services Warranty”). As Customer's sole and exclusive remedy and Lab6ix's entire liability for any breach of the Professional Services Warranty, Lab6ix will use reasonable efforts to re-perform the Professional Services, as applicable, or, if Lab6ix is unable to do so, terminate the applicable portion of the affected Order Form and/or SOW and refund that portion of any Fees paid to Lab6ix that correspond to the allegedly defective Professional Services.
7.5 EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LAB6IX PRODUCT(S), LAB6IX TECHNOLOGY, AND PROFESSIONAL SERVICES ARE PROVIDED ON AN “AS IS” BASIS; AND LAB6IX AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES OF REGULATORY COMPLIANCE, PERFORMANCE, ACCURACY, RELIABILITY, NON-INFRINGEMENT, OR THAT THE USE OF THE LAB6IX PRODUCT(S), LAB6IX TECHNOLOGY, OR WORK PRODUCT WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR- OR DEFECT-FREE, OR THAT ERRORS OR DEFECTS WILL BE CORRECTED.
@ -46,7 +46,7 @@ Lab6ix (and its licensors, where applicable) owns all right, title and interest
8.1 Term of Agreement. The term of this Master Services Agreement commences on the Effective Date and continues until the earlier of: (i) ninety (90) days after all Order Form(s) have expired or been terminated, or (ii) either party terminates this Master Services Agreement pursuant to the terms hereof.
8.2 Subscription Term. The subscription term of the applicable Lab6ix Product(s) and Professional Services, as applicable, will be specified on each Order Form(s) (“Subscription Term”). Lab6ix will deliver to Customer the Lab6ix Product(s) after the execution of the applicable Order Form(s). Lab6ix will provide the Professional Services during the applicable Subscription Term, if any, specified in the applicable Order Form(s). Each Subscription Term will automatically renew for additional Subscription Terms of the same length as the previous Subscription Term, unless otherwise specified in the applicable Order Form or either party gives the other party written notice of its intent not to renew the applicable subscription (notice via email is acceptable) at least sixty (60) days prior to the end of the then-current Subscription Term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at Lab6ix’s then-current applicable list price. Notwithstanding anything to the contrary, any renewal Subscription Term in which subscription volume or term-length for any Lab6ix Product has decreased from the prior Subscription Term will result in re-pricing at renewal without regard to the prior Subscription Term’s per-unit pricing.
8.2 Subscription Term. The subscription term of the applicable Lab6ix Product(s) and Professional Services, as applicable, will be specified on each Order Form(s) (“Subscription Term”). Lab6ix will deliver to Customer the Lab6ix Product(s) after the execution of the applicable Order Form(s). Lab6ix will provide the Professional Services during the applicable Subscription Term, if any, specified in the applicable Order Form(s). Each Subscription Term will automatically renew for additional Subscription Terms of the same length as the previous Subscription Term, unless otherwise specified in the applicable Order Form or either party gives the other party written notice of its intent not to renew the applicable subscription (notice via email is acceptable) at least sixty (60) days prior to the end of the then-current Subscription Term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at Lab6ix's then-current applicable list price. Notwithstanding anything to the contrary, any renewal Subscription Term in which subscription volume or term-length for any Lab6ix Product has decreased from the prior Subscription Term will result in re-pricing at renewal without regard to the prior Subscription Term's per-unit pricing.
8.3 No Order Form(s) in Effect. Either party may terminate this Master Services Agreement immediately by written notice if no Order Form(s) is in effect. In addition, Lab6ix may also terminate a free or trial account at any time in its sole discretion.
@ -58,31 +58,31 @@ Lab6ix (and its licensors, where applicable) owns all right, title and interest
9. INDEMNIFICATION
9.1 Lab6ix. Subject to Section 9.3 below, Lab6ix will defend Customer against any third-party claim, demand, suit, or proceeding (“Claim”) filed against Customer alleging that the Lab6ix Product(s), as sold and delivered to Customer pursuant to this Agreement (the “Indemnified Products”), directly infringe the intellectual property rights of such third party, and will indemnify and hold harmless the Customer from and against any damages, costs, and expenses (including reasonable attorneys’ fees) (“Losses”) finally awarded by a court of law in respect of such Claim, or for amounts paid by Customer under a signed settlement of such Claim. Notwithstanding the foregoing, Lab6ix shall have no obligation under this Section 9.1 for any Claim arising out of or related to: (i) modifications made to the Indemnified Products by anyone other than Lab6ix; or (ii) the combination, operation or use by Customer or anyone acting on Customer’s behalf, of the Indemnified Products in connection with a third-party product or service (the combination of which causes the infringement); (iii) use or exploitation of the Indemnified Products other than as set forth in this Agreement or applicable Documentation; or (iv) failure to implement any update, modification, or replacement to the Indemnified Products as provided by Lab6ix.
9.1 Lab6ix. Subject to Section 9.3 below, Lab6ix will defend Customer against any third-party claim, demand, suit, or proceeding (“Claim”) filed against Customer alleging that the Lab6ix Product(s), as sold and delivered to Customer pursuant to this Agreement (the “Indemnified Products”), directly infringe the intellectual property rights of such third party, and will indemnify and hold harmless the Customer from and against any damages, costs, and expenses (including reasonable attorneys' fees) (“Losses”) finally awarded by a court of law in respect of such Claim, or for amounts paid by Customer under a signed settlement of such Claim. Notwithstanding the foregoing, Lab6ix shall have no obligation under this Section 9.1 for any Claim arising out of or related to: (i) modifications made to the Indemnified Products by anyone other than Lab6ix; or (ii) the combination, operation or use by Customer or anyone acting on Customer's behalf, of the Indemnified Products in connection with a third-party product or service (the combination of which causes the infringement); (iii) use or exploitation of the Indemnified Products other than as set forth in this Agreement or applicable Documentation; or (iv) failure to implement any update, modification, or replacement to the Indemnified Products as provided by Lab6ix.
9.2 Customer. Subject to Section 9.3 below, Customer will defend Lab6ix against any Claim alleging that Customer Data, or Lab6ix’s use thereof in accordance with this Agreement, infringes, violates, or misappropriates Intellectual Property Rights, and will indemnify and hold harmless Lab6ix from and against any Losses finally awarded by a court of law in respect of such Claim, or for amounts paid by Customer under a signed settlement of such Claim.
9.2 Customer. Subject to Section 9.3 below, Customer will defend Lab6ix against any Claim alleging that Customer Data, or Lab6ix's use thereof in accordance with this Agreement, infringes, violates, or misappropriates Intellectual Property Rights, and will indemnify and hold harmless Lab6ix from and against any Losses finally awarded by a court of law in respect of such Claim, or for amounts paid by Customer under a signed settlement of such Claim.
9.3 Process. Each indemnifying party’s obligations under Section 9.1 or Section 9.2, respectively, are conditioned upon the following: (i) the indemnified party first provides written notice of the Claim to the indemnifying party within thirty (30) days after becoming aware of or reasonably should have been aware of the Claim, provided, however, the failure to provide such notice will only relieve the indemnifying party of its obligations under this Section 9 to the extent the indemnifying party is prejudiced thereby; (ii) the indemnified party must tender sole and exclusive control of the Claim to the indemnifying party, (iii) the indemnified party must provide reasonable assistance, cooperation, and required information with respect to the defense and/or settlement of the Claim. The indemnified party may participate in the Claim at its sole cost and expense, except that the indemnifying party will retain sole control of the defense and/or settlement. The indemnifying party shall not agree to any settlement of the Claim that includes an injunction against the indemnified party, or admission of liability of the indemnified party without the indemnified party’s prior written consent, which consent shall not be unreasonably withheld.
9.3 Process. Each indemnifying party's obligations under Section 9.1 or Section 9.2, respectively, are conditioned upon the following: (i) the indemnified party first provides written notice of the Claim to the indemnifying party within thirty (30) days after becoming aware of or reasonably should have been aware of the Claim, provided, however, the failure to provide such notice will only relieve the indemnifying party of its obligations under this Section 9 to the extent the indemnifying party is prejudiced thereby; (ii) the indemnified party must tender sole and exclusive control of the Claim to the indemnifying party, (iii) the indemnified party must provide reasonable assistance, cooperation, and required information with respect to the defense and/or settlement of the Claim. The indemnified party may participate in the Claim at its sole cost and expense, except that the indemnifying party will retain sole control of the defense and/or settlement. The indemnifying party shall not agree to any settlement of the Claim that includes an injunction against the indemnified party, or admission of liability of the indemnified party without the indemnified party's prior written consent, which consent shall not be unreasonably withheld.
9.4 Exclusive Remedy. This Section 9 (Indemnification) is the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any Claim described herein.
9.4 Exclusive Remedy. This Section 9 (Indemnification) is the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any Claim described herein.
10. CONFIDENTIALITY
10.1 The Receiving Party shall not (i) disclose any Confidential Information of the Disclosing Party to any third party, except as otherwise expressly permitted herein or (ii) use any Confidential Information of Disclosing Party for any purpose outside the scope of this Agreement or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States, except with Disclosing Party’s prior written consent. The Receiving Party shall not make Confidential Information available to any of its employees or consultants except those that have agreed (or are otherwise bound) to obligations of confidentiality at least as restrictive as those set forth herein and have a “need to know” such Confidential Information. The Receiving Party agrees to hold the Disclosing Party’s Confidential Information in confidence and to take all precautions to protect such Confidential Information that the Receiving Party employs with respect to its own Confidential Information of a like nature, but in no case shall the Receiving Party employ less than reasonable precautions. This Agreement will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided, however, to the extent permitted by law, the responding party shall give prompt written notice to the other party to enable the other party to seek a protective order or otherwise prevent or restrict such disclosure and, if disclosed, the scope of such disclosure is limited to the extent possible.
10.1 The Receiving Party shall not (i) disclose any Confidential Information of the Disclosing Party to any third party, except as otherwise expressly permitted herein or (ii) use any Confidential Information of Disclosing Party for any purpose outside the scope of this Agreement or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States, except with Disclosing Party's prior written consent. The Receiving Party shall not make Confidential Information available to any of its employees or consultants except those that have agreed (or are otherwise bound) to obligations of confidentiality at least as restrictive as those set forth herein and have a “need to know” such Confidential Information. The Receiving Party agrees to hold the Disclosing Party's Confidential Information in confidence and to take all precautions to protect such Confidential Information that the Receiving Party employs with respect to its own Confidential Information of a like nature, but in no case shall the Receiving Party employ less than reasonable precautions. This Agreement will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided, however, to the extent permitted by law, the responding party shall give prompt written notice to the other party to enable the other party to seek a protective order or otherwise prevent or restrict such disclosure and, if disclosed, the scope of such disclosure is limited to the extent possible.
10.2 Upon the earlier of (i) the Disclosing Party’s request, or (ii) the termination or expiration of this Agreement, the Receiving Party will return all copies of the Disclosing Party’s Confidential Information, or destroy all copies of such Confidential Information in its possession; provided, however, the Receiving Party may retain a copy of any Confidential Information disclosed to it solely for archival purposes, provided that such copy is retained in secure storage and held in confidence for so long as such Confidential Information remains in the possession of the Receiving Party.
10.2 Upon the earlier of (i) the Disclosing Party's request, or (ii) the termination or expiration of this Agreement, the Receiving Party will return all copies of the Disclosing Party's Confidential Information, or destroy all copies of such Confidential Information in its possession; provided, however, the Receiving Party may retain a copy of any Confidential Information disclosed to it solely for archival purposes, provided that such copy is retained in secure storage and held in confidence for so long as such Confidential Information remains in the possession of the Receiving Party.
11. LIMITATION OF LIABILITY
11.1 EXCEPT FOR (i) THE PARTIES’ OBLIGATIONS UNDER SECTION 9 OF THIS MASTER SERVICES AGREEMENT (INDEMNIFICATION), (ii) DAMAGES RESULTING FROM EITHER PARTY’S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, (iii) EITHER PARTY’S MATERIAL BREACH OF SECTION 10 OF THIS MASTER SERVICES AGREEMENT (CONFIDENTIALITY), (iv) CUSTOMER’S BREACH OF SECTION 2 OF THIS MASTER SERVICES AGREEMENT (GENERAL LICENSE TERMS), OR (v) CUSTOMER’S PAYMENT OBLIGATIONS, EACH PARTY’S TOTAL, AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL IN NO EVENT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO LAB6IX IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.
11.1 EXCEPT FOR (i) THE PARTIES' OBLIGATIONS UNDER SECTION 9 OF THIS MASTER SERVICES AGREEMENT (INDEMNIFICATION), (ii) DAMAGES RESULTING FROM EITHER PARTY'S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, (iii) EITHER PARTY'S MATERIAL BREACH OF SECTION 10 OF THIS MASTER SERVICES AGREEMENT (CONFIDENTIALITY), (iv) CUSTOMER'S BREACH OF SECTION 2 OF THIS MASTER SERVICES AGREEMENT (GENERAL LICENSE TERMS), OR (v) CUSTOMER'S PAYMENT OBLIGATIONS, EACH PARTY'S TOTAL, AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL IN NO EVENT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO LAB6IX IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.
11.2 EXCEPT FOR (i) DAMAGES RESULTING FROM EITHER PARTY’SMATERIAL BREACH OF SECTION 10 OF THIS MASTER SERVICES AGREEMENT (CONFIDENTIALITY), OR (ii) CUSTOMER’S BREACH OF SECTION 2 OF THIS MASTER SERVICES AGREEMENT (GENERAL LICENSE TERMS),IN NO EVENT WILL EITHER PARTY OR THEIR RESPECTIVE OWNERS, EMPLOYEES, AGENTS, AFFILIATES, REPRESENTATIVES OR LICENSORS BE LIABLE UNDER THE AGREEMENT FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THE AGREEMENT, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR OTHER COMMERCIAL DAMAGES OR LOSSES.
11.2 EXCEPT FOR (i) DAMAGES RESULTING FROM EITHER PARTY'SMATERIAL BREACH OF SECTION 10 OF THIS MASTER SERVICES AGREEMENT (CONFIDENTIALITY), OR (ii) CUSTOMER'S BREACH OF SECTION 2 OF THIS MASTER SERVICES AGREEMENT (GENERAL LICENSE TERMS),IN NO EVENT WILL EITHER PARTY OR THEIR RESPECTIVE OWNERS, EMPLOYEES, AGENTS, AFFILIATES, REPRESENTATIVES OR LICENSORS BE LIABLE UNDER THE AGREEMENT FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THE AGREEMENT, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR OTHER COMMERCIAL DAMAGES OR LOSSES.
11.3 THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF THE NATURE OF THE CLAIM AND ITS LIABILITIES, WHETHER IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES. BOTH PARTIES SPECIFICALLY ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY ARE REFLECTED IN THE PRICING.
12. PUBLICITY; NON-SOLICITATION
12.1 Publicity. Neither party shall, except as otherwise required by applicable laws, issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or otherwise use the other party’s marks or logos without the prior written consent of the other party; provided, however, that Lab6ix may include Customer’s name and logo in its list of customers, its public website, and other promotional material.
12.1 Publicity. Neither party shall, except as otherwise required by applicable laws, issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or otherwise use the other party's marks or logos without the prior written consent of the other party; provided, however, that Lab6ix may include Customer's name and logo in its list of customers, its public website, and other promotional material.
12.2 Non-Solicitation. Customer agrees not to solicit any personnel of Lab6ix involved with the delivery of Lab6ix Product(s) in connection with any Order Form(s) during the term of and for twelve (12) months after termination or expiration of such Order Form(s); provided that Customer may hire an individual employed by Lab6ix who, without other solicitation, responds to advertisements or solicitations aimed at the general public, if permitted by applicable law.
@ -103,9 +103,9 @@ Each party agrees to the applicable governing law without regard to choice or co
13.4 Severability. If any provision of this Agreement is held invalid or unenforceable for any reason, then such provision shall be fully severable and will not affect the validity of the remaining provisions of the Agreement.
13.5 Assignment. This Agreement is assignable by either party only with the other party’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided, however, either party may, upon written notice and without the prior approval of the other party, (a) assign this Agreement to an Affiliate as long as the Affiliate has sufficient assets to satisfy its obligations under this Agreement and the scope of Lab6ix Product(s) is not affected; or (b) assign this Agreement pursuant to a merger, consolidation, reorganization, change of control, or a sale of all or substantially all of such party’s assets or stock.
13.5 Assignment. This Agreement is assignable by either party only with the other party's prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided, however, either party may, upon written notice and without the prior approval of the other party, (a) assign this Agreement to an Affiliate as long as the Affiliate has sufficient assets to satisfy its obligations under this Agreement and the scope of Lab6ix Product(s) is not affected; or (b) assign this Agreement pursuant to a merger, consolidation, reorganization, change of control, or a sale of all or substantially all of such party's assets or stock.
13.6 Notices. All notices shall be in writing to each party’s address on the signature page of this Master Services Agreement (or as updated by a party in writing to the other), and effective on receipt.
13.6 Notices. All notices shall be in writing to each party's address on the signature page of this Master Services Agreement (or as updated by a party in writing to the other), and effective on receipt.
13.7 Entire Agreement and Order of Precedence. This Agreement constitutes the entire agreement of the parties and supersedes all prior or contemporaneous agreements, proposals or representations, written or oral, concerning the subject matter hereof. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. Notwithstanding any language to the contrary in this Agreement, any Customer (or Reseller) purchase order shall be deemed a convenient payment device only and no terms or conditions in any such purchase order shall be incorporated into this Agreement, which are void and of no effect. In the event of any conflict between the Master Services Agreement (and its attachments specifically incorporated by reference herein), SOW(s) (if applicable), and/or Order Form, the order of precedence will be the following: the applicable Order Form(s), SOW(s), and then the Master Services Agreement (and its attachments specifically incorporated by reference herein).
@ -113,17 +113,17 @@ Each party agrees to the applicable governing law without regard to choice or co
13.9 Changes to this Agreement. Lab6ix may modify this Agreement at any time by posting a revised version at lab6ix.com which modifications will become effective as of the first day of the calendar month following the month in which they were first posted; provided, however, that if an Order Form(s) specifies a fixed term of twelve (12) months or longer, the modifications will instead be effective immediately upon the start of the next Subscription Term. In either case, if Customer objects to the updated Agreement, as its sole and exclusive remedy, Customer may choose not to renew, including canceling any terms set to auto-renew. For the avoidance of doubt, any Order Form(s) is subject to the version of the Agreement in effect at the time the Order Form(s) the Order Form(s) is signed by both Customer and Lab6ix.
13.10 Remedies; Injunctive Relief. Except as otherwise provided, remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. Either party may seek interim or temporary injunctive relief in any court of appropriate jurisdiction with respect to any alleged breach of such party’s intellectual property, confidentiality, or proprietary rights under this agreement, as such a breach may cause the non-breaching party irreparable damage with no adequate remedy at law.
13.10 Remedies; Injunctive Relief. Except as otherwise provided, remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. Either party may seek interim or temporary injunctive relief in any court of appropriate jurisdiction with respect to any alleged breach of such party's intellectual property, confidentiality, or proprietary rights under this agreement, as such a breach may cause the non-breaching party irreparable damage with no adequate remedy at law.
13.11 Export. Each party agrees to comply with all applicable laws and regulations, which may include the regulations of the United States Department of Commerce and the United States Export Administration Act, as amended from time to time, with respect to the export, importation, and use of the Lab6ix Product(s) and Confidential Information, to ensure that the Lab6ix Product(s) and Confidential Information are not exported, imported or used in violation of applicable laws or regulations. Customer represents and warrant that it, and any Users, are not, and are not acting on behalf of, (i) any person who is a citizen, national, or resident of, or who is controlled by, the government of any country to which the United States has prohibited export transactions; or (ii) any person or entity listed on the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons, or the U.S. Commerce Department Denied Persons List or Entity List, or any similar designated persons list.
13.12 Open Source Components. Notwithstanding the license grant in Section 2.1, Customer acknowledges that certain components of the Lab6ix Product(s) (“Open Source Components”) may be provided by third parties under open source software licenses, which means any software licenses approved as open source licenses by the Open Source Initiative or any substantially similar licenses. Customer acknowledges receipt of license notices for the Open Source Components for the initial delivery of the Product. To the extent required by the licenses covering third party Open Source Components, the terms of such licenses will apply to such Open Source Components in lieu of the terms of this Agreement. To the extent the terms of the licenses applicable to third party Open Source Components prohibit any of the restrictions in Section 2.2 of this Master Services Agreement with respect to such Open Source Component, such restrictions will not apply to such Open Source Component. To the extent the terms of the licenses applicable to third party Open Source Components require Lab6ix to make an offer to provide source code or related information in connection with the Open Source Components, such offer is hereby made. Lab6ix may make certain components of the Lab6ix Product(s) separately generally available under open source or other royalty-free licenses. This Agreement will not vitiate the rights granted to Customer under such licenses. However, violation by Customer of such licenses will be deemed a breach of this Agreement.
13.13 Consumption-Based Products Terms [as applicable]. The Flexible Spend Commit (or equivalent) will be consumed (i.e. reduced) over the course of the applicable Subscription Term as Customer uses consumption-based products. The rate of consumption of the Flexible Spend Commit (or equivalent) will be determined by the applicable Rate Table set forth in the applicable Order Form(s). The rate of consumption for all consumption-based products not included in such Rate Table will be at then-current applicable list price. After the Flexible Spend Commit (or equivalent) has been fully consumed, the rate for Customer’s continued use of consumption-based products (including those listed in the above reference Rate Table) will be the then-current applicable list price. Customer will be invoiced monthly in arrears for such continued usage after full consumption of the Flexible Spend Commit (or equivalent), and Customer agrees to pay such amounts in accordance with Section 6 of this Master Services Agreement. Lab6ix may change its pricing for consumption-based products at any time, in its sole discretion. Without limiting anything in this Agreement, for purposes of clarity, the Flexible Spend Commit (or equivalent) expires at the end of the applicable Subscription Term, and unused portions thereof are non-assignable, non-transferable, non-sublicensable, and do not carry-over to subsequent Subscription Terms.
13.13 Consumption-Based Products Terms [as applicable]. The Flexible Spend Commit (or equivalent) will be consumed (i.e. reduced) over the course of the applicable Subscription Term as Customer uses consumption-based products. The rate of consumption of the Flexible Spend Commit (or equivalent) will be determined by the applicable Rate Table set forth in the applicable Order Form(s). The rate of consumption for all consumption-based products not included in such Rate Table will be at then-current applicable list price. After the Flexible Spend Commit (or equivalent) has been fully consumed, the rate for Customer's continued use of consumption-based products (including those listed in the above reference Rate Table) will be the then-current applicable list price. Customer will be invoiced monthly in arrears for such continued usage after full consumption of the Flexible Spend Commit (or equivalent), and Customer agrees to pay such amounts in accordance with Section 6 of this Master Services Agreement. Lab6ix may change its pricing for consumption-based products at any time, in its sole discretion. Without limiting anything in this Agreement, for purposes of clarity, the Flexible Spend Commit (or equivalent) expires at the end of the applicable Subscription Term, and unused portions thereof are non-assignable, non-transferable, non-sublicensable, and do not carry-over to subsequent Subscription Terms.
13.14 K6 Products [as applicable]. The Lab6ix Standard SLA referenced in Section 7.3 of this Master Services Agreement does not apply to the following Lab6ix Product(s): K6.
13.15 U.S. Government Customers [as applicable]. This Section 13.15 shall only apply if Customer is a U.S. federal government entity. The terms used in this Section 13.15 are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement. The Lab6ix Product(s) are provided to the U.S. Government as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data”, and are subject to this Agreement, with the same rights and restrictions generally applicable to the Lab6ix Product(s). If Customer or any User is using Lab6ix Product(s) on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, Customer and such Users must immediately discontinue use of the Lab6ix Product(s). If greater rights are needed, a mutually acceptable written addendum specifically conveying such rights must supplement this Agreement.
13.15 U.S. Government Customers [as applicable]. This Section 13.15 shall only apply if Customer is a U.S. federal government entity. The terms used in this Section 13.15 are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement. The Lab6ix Product(s) are provided to the U.S. Government as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data”, and are subject to this Agreement, with the same rights and restrictions generally applicable to the Lab6ix Product(s). If Customer or any User is using Lab6ix Product(s) on behalf of the U.S. Government and these terms fail to meet the U.S. Government's needs or are inconsistent in any respect with federal law, Customer and such Users must immediately discontinue use of the Lab6ix Product(s). If greater rights are needed, a mutually acceptable written addendum specifically conveying such rights must supplement this Agreement.
EXHIBIT A
DEFINITIONS
@ -143,13 +143,13 @@ DEFINITIONS
(d) was developed independently by or for the Receiving Party without use of or reference to any Confidential Information of the Disclosing Party.
5. “Documentation” means Lab6ix’s standard user manuals, specifications, and technical documentation, or other documentation provided by Lab6ix in connection with Customer’s access and/or use of the Lab6ix Product(s).
5. “Documentation” means Lab6ix's standard user manuals, specifications, and technical documentation, or other documentation provided by Lab6ix in connection with Customer's access and/or use of the Lab6ix Product(s).
6. “Feedback” means bug reports, suggestions, or other feedback relating to the Lab6ix Product(s) or Lab6ix Technology.
7. “Force Majeure Event” means any circumstance(s) beyond the reasonable control of a party (not involving the fault or negligence of such party), including acts of God, wars, revolution, civil commotion, acts of public enemy, embargo, acts of government in its sovereign capacity, pandemic.
8. “Lab6ix Technology” means Lab6ix’s proprietary technology (including Software, Hosted Services, hardware, products, processes, algorithms, user interfaces, APIs, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Customer by Lab6ix in connection with providing the Lab6ix Product(s).
8. “Lab6ix Technology” means Lab6ix's proprietary technology (including Software, Hosted Services, hardware, products, processes, algorithms, user interfaces, APIs, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Customer by Lab6ix in connection with providing the Lab6ix Product(s).
9. “Lab6ix Product(s)” means the Software and/or Hosted Service(s).
@ -173,6 +173,6 @@ DEFINITIONS
19. “SOW” means a written document signed by Lab6ix and Customer that describes the Professional Services to be provided. Additionally, a Lab6ix service brief corresponding to a specific Professional Services engagement identified in an Order Form is also considered a SOW, but does not require a separate signature.
20. “User” means Customer’s and its Affiliates’ employees, agents, contractors, or consultants authorized by Customer to use the Lab6ix Product(s), whether via direct (i.e. with login credentials) or indirect access.
20. “User” means Customer's and its Affiliates' employees, agents, contractors, or consultants authorized by Customer to use the Lab6ix Product(s), whether via direct (i.e. with login credentials) or indirect access.
21. “Work Product” means all work product developed or created by Lab6ix during the course of providing Professional Services.

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Lab6ix warrants that it will use commercially reasonable efforts to perform the Services substantially in accordance with the service levels (“Service Levels”) set forth in this SLA.
In the event Lab6ix does not meet a Service Level during the period specified in the SLA, as Customer’s sole and exclusive remedy, and Lab6ix’s sole liability for not meeting a Service Level, Lab6ix shall provide the service level credits in the manner specified in the SLA (“Service Level Credits”). Customer will forfeit any unused Service Level Credits which may exist as of termination or expiration of this MSA or any Services.
In the event Lab6ix does not meet a Service Level during the period specified in the SLA, as Customer's sole and exclusive remedy, and Lab6ix's sole liability for not meeting a Service Level, Lab6ix shall provide the service level credits in the manner specified in the SLA (“Service Level Credits”). Customer will forfeit any unused Service Level Credits which may exist as of termination or expiration of this MSA or any Services.
0. Service Overview The Service provided is Lab6ix Metrics, designed for the ingestion and retrieval of time series measurement data.
1. Service Level Policies Lab6ix will process Service Level Credits for Service events as set forth in the SLA. If an event has occurred which qualifies for a Service Level Credit and such event is not covered by a pro- active Service Level Credit, Customer must open a ticket with Lab6ix providing the details pertaining to the event within ten (10) days of the occurrence. Otherwise, Customer forfeits any right to claim that a Service Level Credit is due. For the purpose of calculating whether a Service Level Credit may be due, and the duration of an event, Lab6ix will calculate time periods beginning from the earlier of (a) the time stamp of the alert in Lab6ix’s monitoring systems; or (b) the time stamp of the Customer- submitted ticket and continuing until Lab6ix has resolved the event. The maximum Service Level Credits that may be earned for any calendar month shall not exceed 100% of the monthly revenue of the affected Services. We warrant that the Lab6ix Metrics service will work with the latest stable release of carbon-relay-ng and/or prometheus for the transport of metrics to Lab6ix.
1. Service Level Policies Lab6ix will process Service Level Credits for Service events as set forth in the SLA. If an event has occurred which qualifies for a Service Level Credit and such event is not covered by a pro- active Service Level Credit, Customer must open a ticket with Lab6ix providing the details pertaining to the event within ten (10) days of the occurrence. Otherwise, Customer forfeits any right to claim that a Service Level Credit is due. For the purpose of calculating whether a Service Level Credit may be due, and the duration of an event, Lab6ix will calculate time periods beginning from the earlier of (a) the time stamp of the alert in Lab6ix's monitoring systems; or (b) the time stamp of the Customer- submitted ticket and continuing until Lab6ix has resolved the event. The maximum Service Level Credits that may be earned for any calendar month shall not exceed 100% of the monthly revenue of the affected Services. We warrant that the Lab6ix Metrics service will work with the latest stable release of carbon-relay-ng and/or prometheus for the transport of metrics to Lab6ix.
2. SLA Performance Objectives Lab6ix guarantees that the performance of the Service will meet the following minimum standards.
@ -20,7 +20,7 @@ In the event Lab6ix does not meet a Service Level during the period specified in
External Network Conditions: resulting general Internet network conditions outside the reasonable control of Lab6ix, including but not limited to DNS issues and peering disputes outside the direct control of Lab6ix
Extraordinary volume: resulting usage patterns or traffic that exceeds the reasonable performance parameters of Customer’s Service. Specifically, if the volume of data or volume of queries exceeds 300% of the highest sustained 24-hour usage in the preceding 30 days.
Extraordinary volume: resulting usage patterns or traffic that exceeds the reasonable performance parameters of Customer's Service. Specifically, if the volume of data or volume of queries exceeds 300% of the highest sustained 24-hour usage in the preceding 30 days.
No access: resulting from failure by Customer to give Lab6ix appropriate access to and information about software running at Customer location, such as carbon-relay-ng and prometheus.

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Use of Lab6ix’s website, platform, or other online properties is governed by these Terms of Service. To the extent you provide any personally identifiable information while using the website, Lab6ix’s usage of such information is also governed by the Privacy Policy.
Use of Lab6ix's website, platform, or other online properties is governed by these Terms of Service. To the extent you provide any personally identifiable information while using the website, Lab6ix's usage of such information is also governed by the Privacy Policy.
If you are looking for licensing terms for your usage of Lab6ix’s proprietary software, the governing terms for such usage is the Master Services Agreement.
If you are looking for licensing terms for your usage of Lab6ix's proprietary software, the governing terms for such usage is the Master Services Agreement.
When you enable certain plugins that require an external account, you may be required to register or configure a third party account. Such accounts are subject to their own policies and we make no guarantees about any third party accounts.