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PLEASE READ THIS AGREEMENT BEFORE USING IMT SINGAPORE LLC’S SERVICES. BY ACCESSING OR USING IMT SOFTWARE SOLUTIONS PTE LTD’S SOFTWARE OR SERVICES OFFERING, YOU (“THE CUSTOMER”) SIGNIFY ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICES. IF THE PARTIES HAVE A FULLY EXECUTED AGREEMENT THAT EXPRESSLY GOVERNS ORDERS FOR IMT SINGAPORE LLC’S SOFTWARE AS A SERVICE AGREEMENT, SUCH AGREEMENT SHALL SUPERSEDE THIS AGREEMENT.

This Software-as-a-Service Agreement (“Agreement”) is entered into between Customer and IMT Software Solutions Pte. Ltd (“IMT”) with its principal place of business at 80 Robinson Road, Singapore 068898. IMT and Customer agree that the following terms and conditions will apply to the services provided under this Agreement and Orders placed thereunder.

1. DEFINITIONS

“Administrator User” means each Customer employee designated by Customer to serve as technical administrator of the SaaS Services on Customer’s behalf.
“Customer Content” means all data and materials provided by Customer to IMT for use in connection with the SaaS Services, including, without limitation, customer applications, data files, and graphics.
“Documentation” means the user guides, online help, release notes, training materials and other documentation provided or made available by IMT to Customer regarding the use or operation of the SaaS Services.
“Maintenance Services” means the support and maintenance services provided by IMT to Customer pursuant to this SaaS Agreement and Exhibit B.
“Other Services” means all technical and non-technical services performed or delivered by IMT under this SaaS Agreement, including, without limitation, implementation services and other professional services, training and education services but excluding the SaaS Services and the Maintenance Services. Other Services will be provided on a time and material basis at such times or during such periods, as may be specified in a Schedule and mutually agreed to by the parties. All Other Services will be provided on a non-work for hire basis.
“Schedule" is a written document attached to this SaaS Agreement under Exhibit A or executed separately by IMT and Customer for the purpose of purchasing SaaS Services under the terms and conditions of this SaaS Agreement.
“Software” means the object code version of any software to which Customer is provided access as part of the Service, including any updates or new versions.
“SaaS Services” refer to the specific IMT’s internet-accessible service identified in a Schedule that provides use of IMT’s Software that is hosted by IMT or its services provider and made available to Customer over a network on a term-use basis.
“Subscription Term” shall mean that period specified in a Schedule during which Customer will have online access and use of the Software through IMT’s SaaS Services.

2. SAAS SERVICES

2.1During the Subscription Term, Customer will receive a non-exclusive, non-assignable, royalty free, worldwide right to access and use the SaaS Services solely for your internal business operations subject to the terms of this Agreement.
2.2Customer acknowledges that this Agreement is a services agreement and IMT will not be delivering copies of the Software to Customer as part of the SaaS Services.

3.RESTRICTIONS

Customer shall not, and shall not permit anyone to: (i) copy or republish the SaaS Services or Software, (ii) make the SaaS Services available to any person other than authorized administrator users, (iii) use or access the SaaS Services to provide service bureau, time-sharing or other computer hosting services to third parties, (iv) modify or create derivative works based upon the SaaS Services or Documentation, (v) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the software used to provide the SaaS Services or in the Documentation, (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the SaaS Services, except and only to the extent such activity is expressly permitted by applicable law, or (vii) access the SaaS Services or use the Documentation in order to build a similar product or competitive product. Subject to the limited licenses granted herein, IMT shall own all right, title and interest in and to the Software, services, Documentation, and other deliverables provided under this SaaS Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein. Customer agrees to assign all right, title and interest it may have in the foregoing to IMT.

4. CUSTOMER RESPONSIBILITIES

4.1 Assistance. Customer shall provide commercially reasonable information and assistance to IMT to enable IMT to deliver the SaaS Services. Upon request from IMT, Customer shall promptly deliver Customer Content to IMT in an electronic file format specified and accessible by IMT. Customer acknowledges that IMT’s ability to deliver the SaaS Services in the manner provided in this SaaS Agreement may depend upon the accuracy and timeliness of such information and assistance.
4.2 Compliance with Laws. Customer shall comply with all applicable local, state, national and foreign laws in connection with its use of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Customer acknowledges that IMT exercises no control over the content of the information transmitted by Customer through the SaaS Services. Customer shall not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.
4.3 Unauthorized Use; False Information. Customer shall: (a) notify IMT immediately of any unauthorized use of any password or userID or any other known or suspected breach of security, (b) report to IMT immediately and use reasonable efforts to stop any unauthorized use of the SaaS Services that is known or suspected by Customer, and (c) not provide false identity information to gain access to or use the SaaS Services.
4.4 Administrator Access. Customer shall be solely responsible for the acts and omissions of its Administrator Users. IMT shall not be liable for any loss of data or functionality caused directly or indirectly by the Administrator Users.
4.5 Customer Input. Customer is solely responsible for collecting, inputting and updating all Customer Content stored on the SaaS Services, and for ensuring that the Customer Content does not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or (ii) contain anything that is obscene, defamatory, harassing, offensive or malicious.
4.6 License from Customer. Subject to the terms and conditions of this SaaS Agreement, Customer shall grant to IMT a limited, non-exclusive and non-transferable license, to copy, store, configure, perform, display and transmit Customer Content solely as necessary to provide the SaaS Services to Customer.
4.7 Ownership and Restrictions. Customer retains ownership and intellectual property rights in and to its Customer Content. IMT or its licensors retain all ownership and intellectual property rights to the services, Software programs, and anything developed and delivered under the Agreement. Third party technology that may be appropriate or necessary for use with some IMT programs is specified in the program Documentation or ordering document as applicable. Customer’s right to use such third-party technology is governed by the terms of the third-party technology license agreement specified by IMT and not under the Agreement.
4.8 Suggestions. IMT shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the SaaS Services any suggestions, enhancement requests, recommendations or other feedbacks provided by Customer, including Users, relating to the operation of the SaaS Services.

5. ORDERS AND PAYMENT

5.1 Orders. Customer shall order SaaS Services pursuant to a Schedule. All services acquired by Customer shall be governed exclusively by this SaaS Agreement and the applicable Schedule. In the event of a conflict between the terms of a Schedule and this SaaS Agreement, the terms of the Schedule shall take precedence.
5.2 Invoicing and Payment. Unless otherwise provided in the Schedule, IMT shall invoice Customer for all fees on the Schedule effective date. Customer shall pay all undisputed invoices within 30 days after Customer receives the invoice. Except as expressly provided otherwise, fees are non-refundable. All fees are stated in United States Dollars, and must be paid by Customer to IMT in United States Dollars.
5.3 Expenses. Customer will reimburse IMT for its reasonable, out-of-pocket travel and related expenses incurred in performing the Other Services. IMT shall notify Customer prior to incurring any such expense. IMT shall comply with Customer’s travel and expense policy if made available to IMT prior to the required travel.
5.4 Taxes. IMT shall bill Customer for applicable taxes as a separate line item on each invoice. Customer shall be responsible for payment of all sales and use taxes, value added taxes (VAT), or similar charges relating to Customer’s purchase and use of the services. Customer shall not be liable for taxes based on IMT’s net income, capital or corporate franchise.

6. TERM AND TERMINATION

6.1 Term of SaaS Agreement. The term of this SaaS Agreement shall begin on the Effective Date and shall continue until terminated by either party as outlined in this Section.
6.2 Termination. Either party may terminate this SaaS Agreement immediately upon a material breach by the other party that has not been cured within thirty (30) days after receipt of notice of such breach.
6.3 Suspension for Non-Payment. IMT reserves the right to suspend delivery of the SaaS Services if Customer fails to timely pay any undisputed amounts due to IMT under this SaaS Agreement, but only after IMT notifies Customer of such failure and such failure continues for forty-eight (48) hours. Suspension of the SaaS Services shall not release Customer of its payment obligations under this SaaS Agreement. Customer agrees that IMT shall not be liable to Customer or to any third-party for any liabilities, claims or expenses arising from or relating to suspension of the SaaS Services resulting from Customer’s nonpayment.
6.4 Suspension for Ongoing Harm. IMT reserves the right to suspend delivery of the SaaS Services if IMT reasonably concludes that Customer’s use of the SaaS Services is causing immediate and ongoing harm to IMT or others. In the extraordinary case that IMT must suspend delivery of the SaaS Services, IMT shall immediately notify Customer of the suspension and the parties shall diligently attempt to resolve the issue. IMT shall not be liable to Customer or to any third-party for any liabilities, claims or expenses arising from or relating to any suspension of the SaaS Services in accordance with this Section 6.4. Nothing in this Section 6.4 will limit IMT’s rights under Section 6.5 below.
6.5 Effect of Termination.
(a)Upon termination of this SaaS Agreement or expiration of the Subscription Term, IMT shall immediately cease providing the SaaS Services and all usage rights granted under this SaaS Agreement shall terminate.
(b)If IMT terminates this SaaS Agreement due to a breach by Customer, then Customer shall immediately pay to IMT all amounts then due under this SaaS Agreement and to become due during the remaining term of this SaaS Agreement, but for such termination. If Customer terminates this SaaS Agreement due to a breach by IMT, then IMT shall immediately repay to Customer all pre-paid amounts for any unperformed SaaS Services scheduled to be delivered after the termination date.
(c)Upon termination of this SaaS Agreement and upon subsequent written request by the disclosing party, the receiving party of tangible Confidential Information shall immediately return such information or destroy such information and provide written certification of such destruction, provided that the receiving party may permit its legal counsel to retain one archival copy of such information in the event of a subsequent dispute between the parties.

7. SERVICE LEVEL AGREEMENT

The Service Level SaaS Agreement (“SLA”) for the SaaS Services is set forth in Exhibit C hereto. The SLA sets forth Customer’s sole remedies for availability or quality of the SaaS Services including any failure to meet any guarantee set forth in the SLA.

8. WARRANTIES

8.1 Warranty. IMT represents and warrants that it will provide the SaaS Services in a professional manner consistent with general industry standards and that the SaaS Services will perform substantially in accordance with the Documentation. For any beach of a warranty, Customer’s exclusive remedy shall be as provided in Section 6, Term and Termination.
8.2IMT WARRANTS THAT THE SAAS SERVICES WILL PERFORM IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THE DOCUMENTATION. IMT DOES NOT GUARANTEE THAT THE SAAS SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT IMT WILL CORRECT ALL SAAS SERVICES ERRORS. CUSTOMER ACKNOWLEDGES THAT IMT DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SAAS SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. THIS SECTION SETS FORTH THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY IMT (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. NEITHER IMT NOR ANY OF ITS LICENSORS OR OTHER SUPPLIERS WARRANT OR GUARANTEE THAT THE OPERATION OF THE SUBSCRIPTION SERVICE WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, NOR SHALL IMT OR ANY OF ITS SERVICE PROVIDERS BE LIABLE FOR UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER’S OR ANY USER’S DATA, FILES, OR PROGRAMS.

9. LIMITATIONS OF LIABILITY

NEITHER PARTY (NOR ANY LICENSOR OR OTHER SUPPLIER OF IMT) SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS, PROFITS, DATA OR USE OF ANY SERVICE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS SAAS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY’S AGGREGATE LIABILITY FOR DAMAGES UNDER THIS SAAS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), SHALL EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS SAAS AGREEMENT DURING THE 12 MONTHS PRECEDING THE DATE THE CLAIM AROSE. The foregoing limitations shall not apply to the parties’ obligations (or any breach thereof) under Sections entitled “Restriction”, “Indemnification”, or “Confidentiality”.

10. INDEMNIFICATION

10.1 Indemnification by IMT. If a third party makes a claim against Customer that the SaaS Services infringes any patent, copyright or trademark, or misappropriates any trade secret, or that IMT’s negligence or willful misconduct has caused bodily injury or death, IMT shall defend Customer and its directors, officers and employees against the claim at IMT’s expense and IMT shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by IMT, to the extent arising from the claim. IMT shall have no liability for any claim based on (a) the Customer Content, (b) modification of the SaaS Services not authorized by IMT, or (c) use of the SaaS Services other than in accordance with the Documentation and this SaaS Agreement. IMT may, at its sole option and expense, procure for Customer the right to continue use of the SaaS Services, modify the SaaS Services in a manner that does not materially impair the functionality, or terminate the Subscription Term and repay to Customer any amount paid by Customer with respect to the Subscription Term following the termination date.
10.2 Indemnification by Customer. If a third party makes a claim against IMT that the Customer Content infringes any patent, copyright or trademark, or misappropriates any trade secret, Customer shall defend IMT and its directors, officers and employees against the claim at Customer’s expense and Customer shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Customer, to the extent arising from the claim.
10.3 Conditions for Indemnification. A party seeking indemnification under this section shall (a) promptly notify the other party of the claim, (b) give the other party sole control of the defense and settlement of the claim, and (c) provide, at the other party’s expense for out-of-pocket expenses, the assistance, information and authority reasonably requested by the other party in the defense and settlement of the claim.

11. CONFIDENTIALITY

11.1 Definition. “Confidential Information” means any information disclosed by a party to the other party, directly or indirectly, which, (a) if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,” (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the receiving party to be “confidential” or “proprietary” within 30 days of such disclosure, (c) is specifically deemed to be confidential by the terms of this SaaS Agreement, or (d) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself. Confidential Information will also include information disclosed by third parties to a disclosing party under an obligation of confidentiality. Subject to the display of Customer Content as contemplated by this SaaS Agreement, Customer Content is deemed Confidential Information of Customer. IMT software and Documentation are deemed Confidential Information of IMT.
11.2 Confidentiality. During the term of this SaaS Agreement and for 5 years thereafter (perpetually in the case of software), each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this SaaS Agreement, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party's Confidential Information and which are provided to the party hereunder. Each party may disclose Confidential Information of the other party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving party.
11.3 Exceptions. Confidential Information excludes information that: (a) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving party, (b) is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party, or (c) is independently developed by the receiving party without use of the Confidential Information as demonstrated by the written records of the receiving party. The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving party shall use reasonable efforts to promptly notify the other party prior to such disclosure to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Each party may disclose the existence of this SaaS Agreement and the relationship of the parties, but agrees that the specific terms of this SaaS Agreement will be treated as Confidential Information; provided, however, that each party may disclose the terms of this SaaS Agreement to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers and investors.

12. GENERAL PROVISIONS

12.1 Non-Exclusive Service. Customer acknowledges that SaaS Services is provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict IMT’s ability to provide the SaaS Services or other technology, including any features or functionality first developed for Customer, to other parties.
12.2 Personal Data. Customer hereby acknowledges and agrees that IMT’s performance of this SaaS Agreement may require IMT to process, transmit and/or store Customer personal data or the personal data of Customer employees and Affiliates. By submitting personal data to IMT, Customer agrees that IMT and its Affiliates may process, transmit and/or store personal data only to the extent necessary for, and for the sole purpose of, enabling IMT to perform its obligations to under this SaaS Agreement. In relation to all Personal Data provided by or through Customer to IMT, Customer will be responsible as sole Data Controller for complying with all applicable data protection or similar laws such as EU Directive 95/46/EC and laws implementing that Directive that regulate the processing of Personal Data and special categories of data as such terms are defined in that Directive. Customer agrees to obtain all necessary consents and make all necessary disclosures before including Personal Data in Content and using the Enabling Software and IMT SaaS. Customer confirms that Customer is solely responsible for any Personal Data that may be contained in Content, including any information which any IMT SaaS User shares with third parties on Customer’s behalf. Customer is solely responsible for determining the purposes and means of processing Customer Personal Data by IMT under this Agreement, including that such processing according to Customer’s instructions will not place IMT in breach of applicable data protection laws. Prior to processing, Customer will inform IMT about any special categories of data contained within Customer Personal Data and any restrictions or special requirements in the processing of such special categories of data, including any cross-border transfer restrictions. Customer is responsible for ensuring that the IMT SaaS meets such restrictions or special requirements. IMT to process any Personal Data that meets the requirements set forth in this Section according to these Terms of Use.
12.3 IMT Personal Data Obligations. In performing the SaaS Services, IMT will comply with the IMT Services Privacy Policy, which is available at http://www.IMT.com/privacy-policy and incorporated herein by reference. The IMT Services Privacy Policy is subject to change at IMT’s discretion; however, IMT policy changes will not result in a material reduction in the level of protection provided for Customer data during the period for which fees for the services have been paid. The services policies referenced in this SaaS Agreement specify our respective responsibilities for maintaining the security of Customer data in connection with the SaaS Services. IMT reserves the right to provide the SaaS Services through use of subcontractors worldwide. IMT subscribes to the United States/European Union Safe Harbor Principles, and as a result, appears on the U.S. Department of Commerce Safe Harbor list (available at http://www.export.gov/safeharbor) as of the effective date of this SaaS Agreement. IMT’s Safe Harbor certification specifically includes IMT’s performance of services for customer provided personal information. IMT will only process Customer Personal Data in a manner that is reasonably necessary to provide SaaS Services and only for that purpose. Customer agrees to provide any notices and obtain any consent related to IMT’s use of the data for provisioning the SaaS Services, including those related to the collection, use, processing, transfer and disclosure of personal information. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and retains ownership of all of Customer data.
12.4 Assignment. Neither party may assign this SaaS Agreement or any right under this SaaS Agreement, without the consent of the other party, which consent shall not be unreasonably withheld or delayed; provided however, that either party may assign this SaaS Agreement to an acquirer of all or substantially all of the business of such party to which this SaaS Agreement relates, whether by merger, asset sale or otherwise. This SaaS Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns. Either party may employ subcontractors in performing its duties under this SaaS Agreement, provided, however, that such party shall not be relieved of any obligation under this SaaS Agreement.
12.5 Notices. Except as otherwise permitted in this SaaS Agreement, notices under this SaaS Agreement shall be in writing and shall be deemed to have been given (a) five (5) business days after mailing if sent by registered or certified U.S. mail, (b) when transmitted if sent by facsimile, provided that a copy of the notice is promptly sent by another means specified in this section, or (c) when delivered if delivered personally or sent by express courier service.
12.6 Force Majeure. Each party will be excused from performance for any period during which, and to the extent that, such party or any subcontractor is prevented from performing any obligation or Service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and power failures.
12.7 Waiver. No waiver shall be effective unless it is in writing and signed by the waiving party. The waiver by either party of any breach of this SaaS Agreement shall not constitute a waiver of any other or subsequent breach.
12.8 Severability. If any term of this SaaS Agreement is held to be invalid or unenforceable, that term shall be reformed to achieve as nearly as possible the same effect as the original term, and the remainder of this SaaS Agreement shall remain in full force.
12.9 Entire SaaS Agreement. This SaaS Agreement (including all Schedules and exhibits) contains the entire agreement of the parties and supersedes all previous oral and written communications by the parties, concerning the subject matter of this SaaS Agreement. This SaaS Agreement may be amended solely in a writing signed by both parties. Standard or printed terms contained in any purchase order or sales confirmation are deemed rejected and shall be void unless specifically accepted in writing by the party against whom their enforcement is sought; mere commencement of work or payment against such forms shall not be deemed acceptance of the terms.
12.10 Survival. Sections 3, 6, and 8 through 12 of this SaaS Agreement shall survive the expiration or termination of this SaaS Agreement for any reason.
12.11 Publicity. IMT may include Customer’s name and logo in its customer lists and on its website. Upon signing, IMT may issue a high-level press release announcing the relationship and the manner in which Customer will use the IMT’s solution. IMT shall coordinate its efforts with appropriate communications personnel in Customer’s organization to secure approval of the press release if necessary.
12.12 Export Regulations. Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the SaaS Services. Customer agrees that such export control laws govern its use of the SaaS Services (including technical data) and any services deliverables provided under this Agreement, and Customer agrees to comply with all such export laws and regulations. Customer agrees that no data, information, software programs and/or materials resulting from services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws.
12.13 No Third-Party Beneficiaries. This SaaS Agreement is an agreement between the parties, and confers no rights upon either party’s employees, agents, contractors, partners of customers or upon any other person or entity.
12.14 Independent Contractor. The parties have the status of independent contractors, and nothing in this SaaS Agreement nor the conduct of the parties will be deemed to place the parties in any other relationship. Except as provided in this SaaS Agreement, neither party shall be responsible for the acts or omissions of the other party or the other party’s personnel.
12.15 Statistical Information. IMT may anonymously compile statistical information related to the performance of the Services for purposes of improving the SaaS service, provided that such information does not identify Customer’s data or include Customer’s name.
12.16 Governing Law. This SaaS Agreement shall be governed by the laws of the State of Texas, excluding its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
12.17 Compliance with Laws. IMT shall comply with all applicable local, state, national and foreign laws in connection with its delivery of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data
12.18 Dispute Resolution. Customer’s satisfaction is an important objective to IMT in performing its obligations under this SaaS Agreement. Except with respect to intellectual property rights, if a dispute arises between the parties relating to the interpretation or performance of this SaaS Agreement or the grounds for the termination hereof, the parties agree to hold a meeting within fifteen (15) days of written request by either party, attended by individuals with decision-making authority, regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies. If, within 15 days after such meeting, the parties have not succeeded in resolving the dispute, either party may protect its interests by any lawful means available to it.

EXHIBIT A

SERVICE LEVEL AGREEMENT

1. Support and Maintenance Services:

Support and Maintenance Services entitles Customer to the following:

(a)Telephone or electronic support in order to help Customer locate and correct problems with the Software.
(b)Bug fixes and code corrections to correct Software malfunctions in order to bring such Software into substantial conformity with the operating specifications.
(c)All extensions, enhancements and other changes that IMT, at its sole discretion, makes or adds to the Software and which IMT furnishes, without charge, to all other Subscribers of the SaaS Service.
(d)Up to five (5) dedicated contacts designated by Customer in writing that will have access to support services.

2. Response and Resolution Goals

“Business hours” means 8am-6pm CST, Monday through Friday, except holidays.
“Fix” means the repair or replacement of Software component to remedy Problem.
“Problem” means a defect in Software as defined in IMT’s standard Software specification that significantly degrades such Software.
“Respond” means acknowledgement of Problem received containing assigned support engineer name, date and time assigned, and severity assignment.
“Workaround” means a change in the procedures followed or data supplied by Customer to avoid a Problem without substantially impairing Customer’s use of the Software.

Upon receipt confirmation of Problem, IMT’s Customer Support will provide reasonable effort for Workaround or Fix within two (2) business days, once the Problem is reproducible. IMT may incorporate fix in a future release of software.

3. System availability

The SaaS Services will achieve System Availability (as defined below) of at least 99% during each calendar year of the Subscription Term. “System Availability” means the number of minutes in a year that the key components of the SaaS Services are operational as a percentage of the total number of minutes in such year, excluding downtime resulting from (a) scheduled maintenance, (b) events of Force Majeure in the SaaS Agreement, (c) malicious attacks on the system, (d) issues associated with the Customer’s computing devices, local area networks or internet service provider connections, or (e) inability to deliver services because of acts or omissions of Customer or any Identity Cube user. IMT reserves the right to take the Service offline for scheduled maintenance for which Customer has been provided reasonable notice and IMT reserves the right to change its maintenance window upon prior notice to Customer.

DATE OF LAST REVISION: JUNE 01, 2019
WELCOME TO THE INTEGRATEDBEYOND WEB SITE (THE "SITE") OF IMT SOFTWARE SOLUTIONS PTE. LTD. ("IMT", "WE", "US" AND/OR "OUR"). THIS SITE IS OPERATED BY IMT AND HAS BEEN CREATED TO PROVIDE INFORMATION ABOUT OUR COMPANY AND ITS CONTENT AND DATA LINKING PLATFORM AND RELATED SERVICES (TOGETHER WITH THE SITE, THE "SERVICE(S)") TO OUR SERVICE VISITORS ("YOU", "YOUR"). THIS PRIVACY POLICY SETS FORTH IMT'S POLICY WITH RESPECT TO INFORMATION INCLUDING PERSONALLY IDENTIFIABLE DATA ("PERSONAL DATA") AND OTHER INFORMATION THAT IS COLLECTED FROM VISITORS TO THE SITE AND SERVICES.

1. THIRD-PARTY SERVICE INTEGRATION

Our Service allows you to integrate and create commands for various online third-party services ("Third-Party Services"). In order to take advantage of this feature, you may need to authenticate, register for or log into Third-Party Services through the Service or on the websites of their respective providers. When you enable linking between or log in to Third-Party Services through the Service, we will collect relevant information necessary to enable the Service to access that Third-Party Service and your data and content contained within that Third-Party Service ("Login Credentials"). We store your Login Credentials long enough to enable linking to the Third-Party Service.

When you enable the Service to link content and data between Third-Party Services, the Third-Party Services will provide us with access to certain information that you may have provided to the Third-Party Services, and we will use, store and disclose such information in accordance with this Privacy Policy and the rules you set to govern the linking. However, please remember that the manner in which Third-Party Services use, store and disclose your information is governed by the policies of such Third-Party Services, and IMT shall have no liability or responsibility for the privacy practices or other actions of any Third-Party Services that may be enabled within the Service.

We may retain certain personally non-identifiable information related to the data or content linked between Third-Party Services (for example, date sent, link configuration, names of the Third-Party Services), for the purpose of improving our Services and as described below in the "Non-Identifiable Data" section.

2. THIRD-PARTY PAYMENT PROCESSOR

We use a third-party payment processor to process payments made to us. In connection with the processing of such payments, we do not retain any personally identifiable information or any financial information such as credit card numbers. Rather, all such information is provided directly to our third-party processor, Cybersource, whose use of your personal information is governed by their privacy policy, which may be viewed at https://www.cybersource.com/privacy/

3. INFORMATION WE COLLECT

When you interact with us through the Services, we may collect Personal Data and other information from you, as further described below:

Personal Data That You Provide Through the Services: We collect Personal Data from you when you voluntarily provide such information, such as when you contact us with inquiries, respond to one of our surveys, register for access to the IMT Services or use certain IMT Services. Wherever IMT collects Personal Data we make an effort to provide a link to this Privacy Policy. You can choose at any time to opt out by contacting support at contact@imt.com, you can also contact us to opt out of your information being used for purposes other than it was originally collected.

By voluntarily providing us with Personal Data, you are consenting to our use of it in accordance with this Privacy Policy. If you provide Personal Data to the Services, you acknowledge and agree that such Personal Data may be transferred from your current location to the offices and servers of IMT and the authorized third parties referred to herein located in the United States. The Personal Information that you provide can be accessed at any time through your account or you can contact our customer support at contact@imt.com if you need help accessing your account.

Cookies: In operating the Services, we may use a technology called "cookies." A cookie is a piece of information that the computer that hosts our Services gives to your browser when you access the Services. Our cookies help provide additional functionality to the Services and help us analyze Services usage more accurately. For instance, our Services may set a cookie on your browser that allows you to access the Services without needing to remember and then enter a password more than once during a visit to the Services. In all cases in which we use cookies, we will not collect Personal Data except with your permission. On most web browsers, you will find a "help" section on the toolbar. Please refer to this section for information on how to receive notification when you are receiving a new cookie and how to turn cookies off. We recommend that you leave cookies turned on because they allow you to take advantage of some of the Services's features.

Aggregated Personal Data: In an ongoing effort to better understand and serve the users of the IMT Services, IMT often conducts research on its customer demographics, interests and behavior based on the Personal Data and other information provided to us. This research may be compiled and analyzed on an aggregate basis, and IMT may share this aggregate data with its affiliates, agents and business partners. This aggregate information does not identify you personally. IMT may also disclose aggregated user statistics in order to describe our services to current and prospective business partners, and to other third parties for other lawful purposes.

We will keep any information that you provide to us until such time as you delete your account with the IMT Service.

4. OUR USE OF YOUR PERSONAL DATA AND OTHER INFORMATION

IMT will not sell or rent to any third party any of the personal information or data that you provide to us. IMT uses the Personal Data you provide in a manner that is consistent with this Privacy Policy. If you provide Personal Data for a certain reason, we may use the Personal Data in connection with the reason for which it was provided. For instance, if you contact us by email, we will use the Personal Data you provide to answer your question or resolve your problem. Also, if you provide Personal Data in order to obtain access to the IMT Services, we will use your Personal Data to provide you with access to such services and to monitor your use of such services. IMT and its subsidiaries and affiliates (the "IMT Related Companies") may also use your Personal Data and other personally non-identifiable information collected through the Services to help us improve the content and functionality of the Services, to better understand our users and to improve the IMT Services. IMT and its affiliates may use this information to contact you in the future to tell you about services we believe will be of interest to you. If we do so, each communication we send you will contain instructions permitting you to "opt-out" of receiving future communications. In addition, if at any time you wish not to receive any future communications or you wish to have your name deleted from our mailing lists, please contact us as indicated below.

If IMT intends on using any Personal Data in any manner that is not consistent with this Privacy Policy, you will be informed of such anticipated use prior to or at the time at which the Personal Data is collected.

5. OUR DISCLOSURE OF YOUR PERSONAL DATA AND OTHER INFORMATION

You can visit the Services without providing any Personal Data. If you choose not to provide any Personal Data, you may not be able to use certain IMT Services.

IMT is not in the business of selling your information. We consider this information to be a vital part of our relationship with you. There are, however, certain circumstances in which we may share your Personal Data with certain third parties without further notice to you, as set forth below:

Business Transfers: As we develop our business, we might sell or buy businesses or assets. In the event of a corporate sale, merger, reorganization, dissolution or similar event, Personal Data may be part of the transferred assets. In cases of onward transfer of personal information to third parties of data of EU and Swiss individuals received pursuant to the EU-U.S. and Swiss-U.S. Privacy Shield, Zapier remains liable.

Related Companies: We may also share your Personal Data with our Related Companies for purposes consistent with this Privacy Policy.

Agents, Consultants and Related Third Parties: IMT, like many businesses, sometimes hires other companies to perform certain business-related functions. Examples of such functions include mailing information, maintaining databases and processing payments. When we employ another company to perform a function of this nature, we only provide them with the information that they need to perform their specific function.

Legal Requirements: IMT may disclose your Personal Data if required to do so by law or in the good faith belief that such action is necessary to (i) comply with a legal obligation, (ii) protect and defend the rights or property of IMT, (iii) act in urgent circumstances to protect the personal safety of users of the Services or the public, or (iv) protect against legal liability.

6. EU-U.S. & SWISS-U.S. PRIVACY SHIELD

IMT complies with the EU-U.S. Privacy Shield Framework and Swiss-U.S. Privacy Shield Framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information transferred from the European Union and Switzerland to the United States. IMT has certified to the Department of Commerce that it adheres to the Privacy Shield Principles. IMT is subject to the investigatory and enforcement powers of the Federal Trade Commission (FTC). If there is any conflict between the terms in this privacy policy and the Privacy Shield Principles, the Privacy Shield Principles shall govern. To learn more about the Privacy Shield program, and to view our certification, please visit https://www.privacyshield.gov/.

In compliance with the Privacy Shield Principles, IMT commits to resolve complaints about our collection or use of your personal information. EU and Swiss individuals with inquiries or complaints regarding our Privacy Shield policy should first contact IMT at: contact@imt.com.

IMT has further committed to refer unresolved Privacy Shield complaints to PrivacyTrust, an alternative dispute resolution provider located in the United Kingdom. If you do not receive timely acknowledgment of your complaint from us, or if we have not addressed your complaint to your satisfaction, please contact Communications House, 26 York Street, London, W1U 6PZ for more information or to file a complaint. The services of Communications House are provided at no cost to you.

Finally, as a last resort and in limited situations, EU and Swiss individuals may seek redress from the Privacy Shield Panel, a binding arbitration mechanism.

In cases of onward transfer of personal information to third parties of data of EU and Swiss individuals received pursuant to the EU-U.S. and Swiss-U.S. Privacy Shield, IMT remains liable.

7. EXCLUSIONS

This Privacy Policy does not apply to any Personal Data collected by IMT other than Personal Data collected through the Services. This Privacy Policy shall not apply to any unsolicited information you provide to IMT through the Services or through any other means. This includes, but is not limited to, information posted to any public areas of the Services, such as bulletin boards (collectively, "Public Areas"), any ideas for new products or modifications to existing products, and other unsolicited submissions (collectively, "Unsolicited Information"). All Unsolicited Information shall be deemed to be non-confidential and IMT shall be free to reproduce, use, disclose, and distribute such Unsolicited Information to others without limitation or attribution.

If you are invited to join a IMT team account, and you accept the invitation, you are agreeing that certain of your information will be shared with the team account holder and other team members. In particular, the team account holder will have access to your name, email address, avatar (if any) and task usage, and other team members will have access to your name, email address and avatar (if any). Any information you share via a team account, including Auto Jobs you create or Third-Party Services you link to, will be available to all team members of the team account you have joined. You are solely responsible for any information you share via a team account, which is posted at your own risk.

8. CHILDREN

IMT does not knowingly collect Personal Data from children under the age of 13. If you are under the age of 13, please do not submit any Personal Data through the Services. We encourage parents and legal guardians to monitor their children's Internet usage and to help enforce our Privacy Policy by instructing their children never to provide Personal Data on the Services without their permission. If you have reason to believe that a child under the age of 13 has provided Personal Data to IMT through the Services, please contact us, and we will endeavor to delete that information from our databases.

9. LINKS TO OTHER WEBSITES

This Privacy Policy applies only to the Services. The Services may contain links to other web sites not operated or controlled by IMT (the "Third-Party Sites"). The policies and procedures we described here do not apply to the Third-Party Sites. The links from the Services do not imply that IMT endorses or has reviewed the Third-Party Sites. We suggest contacting those sites directly for information on their privacy policies.

10. SECURITY

IMT takes reasonable steps to protect the Personal Data provided via the Services from loss, misuse, and unauthorized access, disclosure, alteration, or destruction. However, no Internet or email transmission is ever fully secure or error free. In particular, email sent to or from the Services may not be secure. Therefore, you should take special care in deciding what information you send to us via email. Please keep this in mind when disclosing any Personal Data to IMT via the Internet.

11. CHANGES TO ZAPIER'S PRIVACY POLICY

The Services and our business may change from time to time. As a result, at times it may be necessary for IMT to make changes to this Privacy Policy. IMT reserves the right to update or modify this Privacy Policy at any time and from time to time. If we do this, we will post the changes to this Privacy Policy on this page and will indicate at the top of this page the date these terms were last revised. We will also notify you, either through the Service user interface, in an email notification or through other reasonable means. Please review this policy periodically, and especially before you provide any Personal Data. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Service or changes made for legal reasons will be effective immediately. This Privacy Policy was last updated on the date indicated above. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Privacy Policy.

12. OTHER TERMS

Your access to and use of the Services is subject to the Terms of Service at https://imt.com/terms/

13. CONTACTING IMT

To keep your Personal Data accurate, current, and complete, please contact us as specified below. We will take reasonable steps to update or correct Personal Data in our possession that you have previously submitted via the Services. Please also feel free to contact us if you have any questions about IMT's Privacy Policy or the information practices of the Services.

All disputes arising out of or relating to these Terms of Service will be submitted to the exclusive jurisdiction of a court of competent jurisdiction located in Wilmington, Delaware, and each party irrevocably consents to such personal jurisdiction and waives all objections to this venue.

You may contact us as follows: contact@imt.com.