Annexure 3

SERVICE TERMS

1. Introduction

1. In addition to the terms and conditions set forth in the body of the Agreement, the parties agree that these Services Terms govern the Customer’s use of the Licensed Offerings and Services and the Third Party Dependency Disclosure.
2. The Licensed Offerings and Services come with a Third Party Dependency Disclosure. For more information please refer to Annexure 4.

2. Definitions

1. “Customer Data” means all data, including all text, sound, video, or image files, and software, that are provided to Alef by, or on behalf of, Customer through use of the Licensed Offerings and/ or Services, including, all such information provided by End Users (including in a Customer Solution).
2. “Customer Solution” means an application or any set of applications that adds primary and significant functionality to the Services and that is not primarily a substitute for the Services.
3. “Device SL” means device subscription license.
4. “Feedback” means expertise and knowledge, including industry knowhow, as well as comments, input and suggestions regarding the Licensed Offerings and/ or Services and the products, technologies, services, or any components of the foregoing, whether pre-release or commercially released, of either Alef or Customer.
5. “Non-Alef Product” means any third-party software, data, service, website or product.
6. “Previews” means preview, beta, or other pre-release version or feature of the Licensed Offerings and/ or Services or Software offered by Alef to obtain customer Feedback.
7. “SL” means subscription license.
8. “User SL” means user subscription license.

3. Universal Service Terms (applicable to Licensed Offerings and Services)

1. Acceptable Use Policy
   
   Neither Customer, nor those that access the Licensed Offerings and/or Services through Customer, may use the Licensed Offerings and/or Services:
   1. in a way prohibited by law, regulation, governmental order or decree;
   2. to violate the rights of others;
   3. to try to gain unauthorized access to or disrupt any service, device, data, account or network;
   4. to spam or distribute malware;
   5. in a way that could harm the Licensed Offerings and/or Services or impair anyone else’s use of it;
   6. in any application or situation where failure of the Licensed Offerings and/or Services could lead to the death or serious bodily injury of any person, or to severe physical or environmental damage, except in accordance with the High-Risk Use section below; or
   7. to assist or encourage anyone to do any of the above.
   
   Violation of the Acceptable Use Policy in this section may result in suspension of the Licensed Offerings and/or Services. If Alef suspends the Licensed Offerings and/or Services, Alef will suspend only to the extent reasonably necessary. Unless Alef believes an immediate suspension is required, Alef will provide reasonable notice before suspending the Licensed Offerings and/or Services for the reasons stated above.
   
   
2. High-Risk Use
   
   WARNING: Modern technologies, and especially platform technologies, may be used in new and innovative ways, and Customer must consider whether its specific use of these technologies is safe. The Licensed Offerings and Services are not designed or intended to support any use in which a service interruption, defect, error, or other failure of the Licensed Offerings and/ or Services could result in the death or serious bodily injury of any person or in physical or environmental damage (collectively, “High-Risk Use”). Accordingly, Customer must design and implement every application such that, in the event of any interruption, defect, error, or other failure of the Licensed Offerings and/or Services, the safety of people, property, and the environment are not reduced below a level that is reasonable, appropriate, and legal, whether in general or for a specific industry. Customer’s High-Risk Use of the Licensed Offerings and Services is at its own risk. Customer agrees to defend, indemnify and hold Alef harmless from and against all damages, costs and attorneys' fees in connection with any claims arising from a High-Risk Use associated with the Licensed Offerings and Services, including any claims based in strict liability or that Alef was negligent in designing or providing the Licensed Offerings and/or Services to Customer.
   
3. Changes to and Availability of the Licensed Offerings and Services
   
   Alef may make commercially reasonable changes to each Licensed Offering and Service from time to time. Alef may modify or terminate the Licensed Offerings and Services in any country where Alef is subject to a government regulation, obligation or other requirement that (a) is not generally applicable to businesses operating there, (b) presents a hardship for Alef to continue operating the Licensed Offerings and Services without modification, and/or (c) causes Alef to believe these terms or the Licensed Offerings and Services may conflict with any such requirement or obligation. If Alef terminates the Licensed Offerings and/or Services for regulatory reasons, the Customers will receive a credit for any amount paid in advance for the period after termination. 
   
   
4. Competitive Benchmarking
   
   You may perform benchmarks or comparative tests or evaluations (each, a “Benchmark”) of the Licensed Offerings and/ or Services. If you perform or disclose, or direct or permit any third party to perform or disclose, any Benchmark of any of the Licensed Offerings and/ or Services, you (i) will include in any disclosure, and will disclose to us, all information necessary to replicate such Benchmark, and (ii) agree that we may perform and disclose the results of Benchmarks of your products or services, irrespective of any restrictions on Benchmarks in the terms governing your products or services.
   
5. Data Retention after Expiration or Termination
   
   The expiration or termination of Customer’s Subscription of the Licensed Offerings and/ or Services will not change Customer’s obligation to pay for hosting of Customer Data during any extended term.
   
   
6. Compliance with technical documentation 
   
   You must comply with current technical documentation and guidance applicable to the Licensed Offerings and Services (including applicable developer guides) posted on the Alef Site or otherwise provided to you.
   
   
7. Customer Data
   
   You will provide information or other materials related to Customer Data (including copies of any client-side applications) as reasonably requested by us to verify your compliance with the Agreement. You will reasonably cooperate with us to identify the source of any problem with the Licensed Offerings and/ or Services that we reasonably believe may be attributable to Customer Data or any end user materials that you control.
   
   
8. Information
   
   You will ensure that all information you provide to us via the Alef Site (e.g., information provided in connection with your Subscription for the Licensed Offerings and/ or Services, requests for increased usage limits, etc.) or otherwise is accurate, complete, and not misleading.
   
   
9. Maintenance
   
   From time to time, we may apply upgrades, patches, bug fixes, or other maintenance to the Licensed Offerings and Services (“Maintenance”). We agree to use reasonable efforts to provide you with prior notice of any scheduled Maintenance (except for emergency Maintenance), and you agree to use reasonable efforts to comply with any Maintenance requirements that we notify you about.
   
10. Associated Service
    
    When you use a Licensed Offering and/ or Service, you may be able to use or be required to use one or more other Licensed Offering and/ or Services (each, an “Associated Service”), and when you use an Associated Service, you are subject to the terms and fees that apply to that Associated Service.
    
11. End-User Data
    
    If you process the personal data of End Users or other identifiable individuals in your use of the Licensed Offerings and/ or Services, you are responsible for providing legally adequate privacy notices and obtaining necessary consents for the processing of such data. You represent to us that you have provided all necessary privacy notices and obtained all necessary consents. You are responsible for processing such data in accordance with applicable law. You hereby indemnify and hold harmless Alef and its Affiliates from any claims or liability they may suffer or incur arising from, related to or connected with any violation of privacy rights, laws, regulations or policies in respect of any access, provision, processing or storing of any data through use of Licensed Offerings and Services, including, any Customer Data or data related to End Users.  
    
    
12. Beta releases
    
    PREVIEWS ARE PROVIDED "AS-IS," "WITH ALL FAULTS," AND "AS AVAILABLE," as described herein. Previews are subject to the Third Party Dependency Disclosure (in Annexure 4) for the corresponding Licensed Offerings and/ or Services, and may not be covered by customer support. We may change or discontinue Previews at any time without notice. We may also choose not to make a Preview service generally commercially available.
    
    Unless otherwise noted in a separate agreement, Previews are subject to the Third Party Dependency Disclosure (in Annexure 4) for the corresponding Licensed Offerings and/ or Services. 
    
    Providing Feedback (including suggestions, comments, feedback, ideas, or know-how, in any form) to Alef about Preview services is voluntary. Alef is under no obligation to post or use any Feedback. By providing Feedback to Alef, the Customer (and anyone providing Feedback through the Customer) irrevocably and perpetually grant to Alef and its Affiliates, under all of its (and their) owned or controlled intellectual property rights, a worldwide, non-exclusive, fully paid-up, royalty-free, transferable, sub-licensable right and license to make, use, reproduce, prepare derivative works based upon, distribute, publicly perform, publicly display, transmit, and otherwise commercialize the Feedback (including by combining or interfacing products, services or technologies that depend on or incorporate Feedback with other products, services or technologies of Alef or others),  without attribution  in any way and for any purpose.
    
    The Customer warrants that (a) it will not provide Feedback that is subject to a license requiring Alef to license anything to third parties because Alef exercises any of the above rights in Customer’s Feedback; and (b) it owns or otherwise controls all of the rights to such Feedback and that no such Feedback is subject to any third-party rights (including any personality or publicity rights).

4. Service Terms applicable to Licensed Offerings

1. Licensing the Licensed Offerings
   
   The Customer must acquire and assign appropriate subscription licenses required for its use of each of the Licensed Offerings. Each user (including, End User) that accesses the Licensed Offerings must be assigned a User SL, or access the Licensed Offerings only through a device that has been assigned a Device SL. The Customer has no right to use Licensed Offerings after the SL for that respective Licensed Offering ends.
   
   
2. License Reassignment
   
   SLs may be reassigned. Except as permitted in this paragraph, Customer may not reassign an SL on a short-term basis (i.e., within 90 days of the last assignment). Customer may reassign an SL on a short-term basis to cover a user’s absence or the unavailability of a device that is out of service. Reassignment of an SL for any other purpose must be permanent. When Customer reassigns an SL from one device or user to another, Customer must block access and remove any related Software from the former device or from the former user’s device.
   
   
3. Multiplexing
   
   Any hardware or software that a Customer uses to pool connections; reduce the number of devices or users that directly access or use the Licensed Offerings (including related software); or reduce the number of devices or users the Licensed Offerings directly manages (sometimes referred to as “multiplexing” or “pooling”) is prohibited and shall not reduce the number of licenses of any type (including SLs) that a Customer needs.
   
   
4. Use of Software with the Licensed Offerings
   
   The Customer is required to install certain Software to use the Licensed Offerings. The following terms apply:
    
   1. Alef Software License Terms
      
      The Customer may install and use the Software only for use with the Licensed Offerings. The Customer’s right to use the Software begins when the Licensed Offerings are activated and ends when Customer’s right to use the Licensed Offerings ends. The Customer must uninstall the Software when Customer’s right to use it ends. Alef may disable it at that time. The Software is being licensed, not sold. If Alef disables the ability to use the applications (and/ or Software) on your devices pursuant to your agreement with Alef, any associated license rights will terminate. The application publisher (reserves all other rights.
      
      
   2. Consent for Internet-based or wireless services
      
      If the application (and/ or Software) connects to computer systems over the Internet, which may include via a wireless network, using the application (and/ or Software) operates as your consent to the transmission of standard device information (including but not limited to technical information about your device, system, and application software, and peripherals) for Internet-based or wireless services. If other terms are presented in connection with your use of the Licensed Offerings accessed using the application, those terms also apply.
      
      
   3. Validation, Automatic Updates, and Collection for Software
      
      Alef may automatically check the version of any of its Software (including update the cookies installed on each device in this regard). Devices on which the Software is installed may periodically provide information to enable Alef to verify that the Software is properly licensed. This information includes the Software version, the end user’s user account, product ID information, a machine ID, and the internet protocol address of the device. If the Software is not properly licensed, its functionality will be affected. The Customer may only obtain updates or upgrades for the Software from Alef or sources authorized by Alef. By using the Software, the Customer consents to the transmission of the information described in this section. Alef may recommend or download to Customer’s devices updates or supplements to this Software, with or without notice. Some Licensed Offerings may require, or may be enhanced by, the installation of local software (e.g., agents, device management applications) (“Apps”). The Apps may collect diagnostic data about the use and performance of the Apps, which may be transmitted to Alef.
      
5. Technical Limitations
   
   The Customer must comply with, and may not work around, any technical limitations in the Licensed Offerings that only allow Customer to use it in certain ways. The Customer shall not download or otherwise remove copies of Software or source code from the Licensed Offerings except as explicitly authorized.

5. Service Terms applicable to Services

1. Limitations
   
   The Customer may not:
   
   
   1. resell or redistribute the Services, or
   2. allow multiple users to directly or indirectly access any Service feature that is made available on a per user basis. Specific reassignment terms applicable to a Service feature may be provided in supplemental documentation for that feature.
      
      
2. Retirement of Services or Features
   
   Alef will provide Customer with 30 days’ notice before removing any material feature or functionality or discontinuing a Service, unless security, legal or system performance considerations require an expedited removal. 
   
   
3. Hosting Exception
   
   The Customer may create and maintain a Customer Solution, and combine the Services with Customer Data owned or licensed by the Customer or a third party, to create a Customer Solution using the Services and the Customer Data together. The Customer may permit third parties to access and use the Services in connection with the use of that Customer Solution. Customer is responsible for that use and for ensuring that these terms are met by that use.
   
   
4. Use of Software within the Services
   
   For Alef Software available within a Service, Alef grants the Customer a limited license to use the Software only within the Service.