HYAS - Amendments

UNIVERSAL AMENDMENT TO STANDARD CONTRACT

- Microsoft Azure Marketplace -

This Universal Amendment ("Amendment") is an express condition of, and shall accordingly be applied to, each HYAS Infosec Inc. ("Publisher" or "Our") product order that is placed through Microsoft Azure Marketplace (in each case, an "Order"). Consequently, this Amendment is made by and between you ("Customer", "You" or "Your") and Publisher as at the date of Your Order, whereby the following terms and conditions form a part of the Standard Contract that governs Your use and procurement of such products (the "Agreement"), amends the Agreement, and in the event of any conflict or inconsistency between the Agreement and this Amendment, the terms of this Amendment shall prevail.

Publisher’s Standard Terms and Conditions for Microsoft Azure Marketplace Orders are attached hereto as Schedule A ("Additional Terms and Conditions") and shall form a part of each Order as if expressly set forth therein.

With respect to each definition contained within Section XII of the Agreement (entitled Definitions; as amended/supplemented herein), references to the singular shall be read to include the plural and vice versa.

The following definitions, as contained within Section XII of the Agreement, shall be amended, in whole, to hereinafter have the meanings ascribed to them below:
1. "Confidential Information" means all confidential and proprietary information of either party, whether disclosed orally or in writing, that is designated as "confidential" or that a reasonable person should understand is confidential given the nature of the information and circumstances of disclosure, including, without limitation, Customer Data, HYAS Data and other data accessible through or otherwise related to the Offerings, business and marketing plans, software code, technology and technical information, product designs, business/operations processes, the terms of this Agreement and Customer’s account authentication credentials;
2. "Data Protection Law" means any law applicable to Publisher or Customer, relating to data security, data protection and/or privacy, including Regulation (EU) 2016/679 of the European Parliament and the Council of 27 April 2016 on the protection of natural persons with regard to processing of personal data and the free movement of that data ("GDPR"), California Consumer Privacy Act, sections 1798.100 to 1798.199, Cal. Civ. Code (2018) and all regulations promulgated thereunder (collectively, the "CCPA"), together with any implementing, derivative or related legislation, rule, regulation, and regulatory guidance, as amended, extended, repealed and replaced, or re-enacted.

Any capitalized term(s) used but not amended or defined herein shall have the meaning(s) assigned to such term(s) within the Agreement; whereas the following additional definitions shall have the meanings ascribed to them below and shall be appended to Section XII of the Agreement as though expressly set forth therein:
1. "Applicable Law" means all applicable federal, provincial, state and local laws, rules, ordinances and regulations, including, without limitation, Data Protection Law;
2. Authorized Users" means the End Users who have been authorized by Publisher, in accordance with this Agreement and the terms and conditions contained within an Order, to have user access to the Offerings;
3. "Data Processing Agreement" or "DPA" means the agreement that shall govern Customer’s and/or its Affiliates’ processing of HYAS Data;
4. "DPA Obligation" has the meaning provided in Section I(i) of this Agreement;
5. "Extended Subscription" has the meaning provided in the additional terms and conditions that are appended to each Order;
6. "HYAS Data" means that subset of Publisher’s data that contains Personal Information that is made available by Publisher (the "controller" of such data), to the Customer or its Affiliate (as applicable; the "processor" of such data) via the Licensed Applications, pursuant to an Order placed in accordance with this Agreement;
7. "Landing Page" Publisher’s Microsoft Azure Marketplace landing page (i.e. the page used by Customer to place an Order);
8. "Licensed Applications" means such of Publisher’s licensed software application(s) as may be identified in the Order;
9. "Personal Information" (a.k.a. "personally identifiable information", "personal data") has the definition provided or regulated under Data Protection Law, whereby the term generally refers to information relating to an identified or identifiable natural person (or, in the case of the CCPA, of an identifiable household), and an identifiable person generally refers to a person who can be identified, directly or indirectly, with reference to one or more identifiers, such as a name, phone number or address, identification numbers, online identifiers, location data or factors specific to such person’s physical, physiological, mental, economic, cultural, or social identity;
10. "Privacy Statement" means the document that contains HYAS’ policies concerning HYAS’ Processing of Personal Information (as may be amended from time to time), including for example User Data, which may be found on HYAS’ website by clicking on the following link: https://hyas.com/privacy-statement/;
11. "Process" ("Processing", "Processed" and derivatives thereof) means any operation or set of operations performed on User Data, whether or not by automated means, including all activities ascribed to such term(s) via relevant Data Protection Law, including, without limitation, accessing, analyzing, collecting, recording, organizing, adapting, sharing or disposing of (or otherwise using) such data;
12. "Purpose" means the prevention, detection or investigation of and/or protection against cyber security incidents and malicious, deceptive, fraudulent or illegal cyber activities;
13. "Term" has the meaning given to it in Section X(a) of the Agreement;
14. "User Data" collectively means the Personal Information of Authorized Users and/or any other of Customer’s or its Affiliates’ personnel, being its directors, officers, employees, contractors and agents, that is made accessible or is otherwise transferred to HYAS in relation to the Agreement, including the Order placed in connection therewith.

The defined term, "Personal Data" shall be removed, in its entirety, from the Agreement, and all references in the Agreement to "Personal Data" shall hereinafter refer to "User Data"; as such, the reference to "Customer Data" contained within Section II(a) of the Agreement is amended to hereinafter read as "User Data".

Sub-section I(a) of the Agreement is amended, in whole, and shall hereinafter read as follows:
1. License grant. Offerings are licensed, not sold. Upon Microsoft’s acceptance of an Order and the completion of the DPA Obligation, and subject to Customer’s compliance with this Agreement, Publisher grants Customer a limited, non-exclusive, and revocable license to use the Offerings ordered thereunder. Such licenses are solely for Customer’s own use and business purposes and are non-transferable except as expressly permitted under this Agreement or Applicable Law. Notwithstanding the foregoing, Customer’s Offerings may only be used by Authorized Users, for the Purpose and for no other business purposes.

Sub-section I(b) of the Agreement is amended, in whole, to account for subscription renewals and shall hereinafter read as follows:
1. Duration of Licenses and Services. With respect to licenses for Licensed Applications, upon the conclusion of each subscription term (or the applicable renewal term), the subscription term for each such Licensed Application shall automatically renew for an additional one (1) year period, provided that neither Customer nor Publisher has provided written notice to the other party of its intent to terminate said subscription, which notice shall be provided at least thirty (30) days prior to the conclusion of the present subscription/renewal term and delivered either via certified mail or email, in accordance with the Agreement. Licenses granted for metered Offerings billed periodically based on usage continue as long as Customer continues to pay for its usage of the Offerings. All other licenses become perpetual upon payment in full.
Sub-section I(e) of the Agreement is amended, in whole, to expand on the scope of HYAS’ rights under the Agreement and shall hereinafter read as follows:
1. Reservation of Rights. Except as expressly set forth in this Agreement, Publisher and its licensors reserve all rights, title and interest in and to all property and materials of Publisher and its licensors, respectively, including without limitation, the Offerings as well as the offerings of Publisher’s licensors, all Documentation, deliverables, developments, research, data, designs, layouts, processes, formulae, mask works, documents, drawings, specifications, proprietary materials, and all derivative works and customizations thereof, whether made for or at the direction of Customer, including all intellectual property and proprietary rights therein. Publisher reserves all rights not expressly granted in this Agreement, Customer acknowledges that no rights are granted to Customer hereunder other than as expressly set forth herein, and to the extent that any right, title or interest in or to any property or materials of Publisher or its licensors may not automatically vest in Publisher or its licensors by operation of law, Customer irrevocably transfers, assigns and conveys all right, title, and interest to Publisher and/or its licensors, as applicable, and will promptly take any action and execute any documents necessary to vest full title in Publisher and/or its licensors (as applicable). Without limiting the foregoing, Publisher will continue to develop Publisher’s Business, irrespective of the possible similarity to the Offerings provided to Customer hereunder, and Publisher accordingly retains/shall have:
  1. all rights to knowledge, experience and know-how (including any processes, ideas, concepts and techniques) acquired in the course of providing the Offerings to Customer hereunder; and
  2. a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual right and license to use, modify, create derivate works from, and/or incorporate into the Offerings (and any other applications, products and services of HYAS) any ideas, suggestions, Feedback, enhancements or recommendations provided by or on behalf of Customer or its Affiliates (as applicable).

Customer hereby expressly grants to Publisher, for the duration of the Term, the right to use or otherwise process Customer Data for the purpose of: (i) carrying out its obligations pursuant to and in accordance with this Agreement; (ii) creating statistical and/or benchmarking data; and (iii) building, developing and improving its Licensed Applications (or other products/services being developed by Publisher). As such, Parties acknowledge that the sharing, transfer or other Processing of the Personal Information of California consumers (including any Authorized Users) by and between Customer, Publisher and/or any subcontractor of Publisher per the Agreement is necessary to the provision of Services and does not constitute a "sale" or the "selling", as defined in the CCPA, of such Personal Information.

The Parties hereby acknowledge that any Personal Information of cyber threat actors and/or such individuals’ malicious, or purportedly-malicious, cyber activities that may/will be provided by Customer to Publisher in connection with an Offering, shall not fall within the definition of Confidential Information; Customer accordingly permits and otherwise instructs Publisher to use or otherwise process such information in support of Publisher’s business (namely the design, development, licensing and distribution of certain risk mitigation and cyber-threat intelligence SaaS products, which include various proprietary licensed software application(s), and the provision of related professional services), provided that such Personal Information is used by Publisher in support of the Purpose, including for example, in the following context(s):
1. building, developing and improving the Offerings (or other products/services being developed by Publisher;
2. combining such Personal Information with other data in Publisher’s possession (including data from third-party sources); and
3. preparing, delivering and presenting "proof of concept" projects and demonstrations,
whereby, Publisher shall retain all right, title, and interest in and to all such derivative data/work(s).

The transfer of HYAS Data is subject to Data Protection Law, and Customer agrees that, as a condition of the limited license granted herein, Customer and its Authorized Users will comply will all such laws, rules and regulations. Accordingly, in light of Publisher’s obligations under relevant Data Protection Law, Section I of the Agreement (entitled License to Offerings) is amended to include new sub-sections (i) and (j), and accordingly, sub-sections I(i) and I(j) shall hereinafter read as follows:
1. DPA Obligation. As a condition of the limited, revocable license provided by Publisher to Customer under this Agreement, including any obligation on the part of Publisher to provide access to the Licensed Applications pursuant to an Order, Publisher and Customer will, prior to Publisher’s provision of any Offerings, enter into Publisher’s then-standard form Data Processing Agreement (with said condition being the "DPA Obligation"), which may be completed via the Landing Page at the time of the Order. Alternatively and at either party’s request (which may be implied, should Customer fail to accept any of Publisher’s standard form DPA terms and conditions that may be found under the Landing Page), the parties may enter into a separate, written DPA, the negotiations for which shall be conducted in good faith and per relevant Data Protection Law, whereby signed copies shall be exchanged by the parties via email. Upon the parties’ completion of the DPA Obligation, the DPA shall form a part of the Agreement, and to the extent of any conflict or inconsistency between the Agreement and the parties’ DPA (as may be amended from time to time), the terms of the DPA shall prevail.
2. Failure to Meet DPA Obligation. Should Customer and Publisher fail to fulfill the DPA Obligation within fourteen (14) days of the respective Order, Publisher may, at its sole discretion, issue a notice of Order cancellation (in accordance with the Agreement) or issue an extension to such deadline, whereby, should an Order be cancelled by reason of the parties’ failure to meet the DPA Obligation: (i) all fees pertaining to such Order shall be returned by Microsoft to Customer in accordance with the Microsoft Services Agreement and/or Microsoft’s then-standard refund policy pertaining to Marketplace Orders, and (ii) effective as of the date of Publisher’s notice of termination, Publisher will be deemed to have fully performed its obligations hereunder, and accordingly, Customer and its Affiliates shall be deemed to have, and hereby do, release or otherwise discharge Publisher of all agreements, obligations, duties and liabilities in connection with such Order.

Pursuant to the Additional Terms and Conditions and the DPA Obligation, upon Publisher’s receipt of each Order, Publisher will consider any named working group(s), department(s) and individual appointees/personnel (who do not belong to such groups/departments) of Customer and/or of its named Affiliates (if applicable), for whom Customer had requested Authorized User access by way of Publisher’s Microsoft Azure Marketplace landing page. As part of its vetting process, Publisher will consider whether Customer and all prospective Authorized Users are able to comply with applicable Data Protection Law and may follow-up with Customer directly in this respect, and the Parties hereby agree to exercise good faith efforts to promptly resolve any outstanding matters concerning the same.

Without limiting the foregoing and notwithstanding anything contained in an Order, the Agreement or this Amendment to the contrary, Publisher hereby expressly reserves the right to exercise its sole discretion to refuse or cancel any Order, for any reason and at any time (including, for example, in relation to a change in Applicable Law), in which case such termination shall be effective immediately upon Publisher’s notice of the same. Said notice shall be made by Publisher in accordance with the Agreement, whereby the fees pertaining to the unused portion of the relevant Order shall be returned by Microsoft, to Customer, in accordance with the Microsoft Services Agreement and/or Microsoft’s standard refund policy pertaining to Marketplace Orders.

Sub-sections I(f)(1) and I(f)(8) of the Agreement are amended, in whole, to expand on the scope of Customer restrictions provided in Section I of the Agreement, whereas sub-section I(f) is further amended to include new sub-sections (9) through (12), and accordingly, sub-section (1) as well as sub-sections (8) through (12) to Section I(f) shall hereinafter read as follows:
1. copy, reproduce, distribute, republish, download, display, post or transmit any Offering, or attempt to do so, in any form or by any means or modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of any Offering (the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by programs), or access or use the Offerings in order to build or support, and/or assist any third party in building or supporting, products or services competitive to Publisher;
2. license or sublicense, sell or re-sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, time share or otherwise commercially exploit or make any of the Offerings or related materials available, to any third party other than, as expressly permitted under this Agreement;
3. make the Offerings available in any manner to any third party for use in such party’s (or said party’s Affiliates’) business operations;
4. interfere with or disrupt the integrity or performance of any Licensed Application;
5. attempt to gain unauthorized access to any Licensed Application or its related systems or networks;
6. use any Offerings for any purpose not expressly permitted by this Agreement (or via a separate written agreement made between Customer and Publisher).

Pursuant to relevant Data Protection Law, sub-section II(c)(2)(D) of the Agreement is amended, in whole, to list the categories of types of Personal Information that may be disclosed by Customer to Publisher in support of the Agreement and shall hereinafter read as follows:
1. the types of Personal Data that may be collected by Publisher from Customer or its Authorized Users in administering Offerings include: (i) names (and aliases), (ii) emails, (iii) telephone numbers, (iv) connection IP addresses to its Offerings, (v) API hits (as tied to an Authorized User’s numeric identifier), and in the case of email correspondence sent between the parties, (vi) postal addresses, (vii) professional/employment-related information and (viii) records of communications made between Publisher and an Authorized User (and/or other recipients of such communications as well as any additional Personal Data divulged therein), whereas Publisher hereby reserves the right to require that Authorized Users provide (ix) additional information where deemed necessary by Publisher, at its sole discretion, to its provision of Offerings, and in such case, any additional Personal Data so disclosed shall be deemed to be included in this Section II(c)(2)(D) as if expressly set forth herein; and

For clarity, the Publisher URL referred to in sub-section II(c)(4) of the Agreement refers to the Privacy Statement; in the event of a conflict or inconsistency between the provisions of the Agreement and those contained within the Privacy Statement, the terms of the Agreement shall prevail.

Sub-section III(d) of the Agreement shall be removed in its entirety, whereas Sub-sections III(b) and III(c) of the Agreement are amended, in whole, to clarify the parties’ confidentiality obligations, to hereinafter read as follows:
1. Protection of Confidential Information. The receiving party shall not, and shall not permit any third party to, use or disclose any Confidential Information of the disclosing party (whereby, for purposes of this "Confidentiality" section, Confidential information of the disclosing/other Party includes the Confidential Information of its Affiliates), except as necessary for the performance of its obligations under this Agreement or as expressly requested by the disclosing party. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information, but in no event using less than reasonable care. The receiving party acknowledges and agrees that any unauthorized use or disclosure of Confidential Information of the disclosing party might cause irreparable harm that would result in significant damages to the disclosing party, which harm and/or damages might be difficult to ascertain. In the event of such breach or threatened breach by the receiving party, the disclosing party has the right to equitable relief, including injunctive relief, against the receiving party, in addition to other remedies which may be available in law, equity or otherwise, without the necessity of proving actual damages or showing irreparable harm.
2. Disclosure required by law. If the receiving party (or any of its Affiliates) is compelled by law, including by way of an order of a court of competent jurisdiction, to disclose the Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with notice of such compelled disclosure sufficiently in advance so as to allow the disclosing party to object to such disclosure, seek a protective order, or obtain reasonable assistance, at the disclosing party's cost.

The "Disclaimer" at the base of Section VI of the Agreement (entitled Representations and warranties) is amended, in whole to include supplemental language concerning Customer’s input of data in support of Publisher’s provision of Offerings and to further disclaim warranties that are not covered under the Agreement, whereby said disclaimer shall hereinafter read as follows:

Disclaimer. Customer shall have sole responsibility for the accuracy and quality of all data inputted into the Licensed Applications, and while the Offerings may provide links to websites and/or access to content of third parties, Customer bears all risk associated with use of the same. Except as expressly stated in this Agreement, OFFERINGS ARE PROVIDED ON AN AS-IS BASIS. PUBLISHER MAKES NO REPRESENTATIONS OR WARRANTIES EXCEPT THOSE EXPRESSLY PROVIDED IN THIS AGREEMENT AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PUBLISHER HEREBY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, IRRESPECTIVE OF THE CIRCUMSTANCES IN WHICH THEY MAY ARISE, INCLUDING WITHOUT LIMITATION WITH RESPECT TO THE MERCHANTABILITY, QUALITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE DATA WILL BE ACCURATE, COMPLETE, SUITABLE FOR THE PURPOSES INTENDED, UNINTERUPTED OR WITHOUT ERROR.

Sub-sections VII(a) and VII(b) of the Agreement are amended, in whole, to modify the scope of the Parties’ indemnification obligations to one-another and shall hereinafter read as follows:
1. By Customer. Customer will defend Publisher and its Affiliates from and against any and all third party claims, actions, suits, proceedings arising from or related to: (i) Customer’s or any authorized user’s violation of this Agreement or user terms (a "Claims Against Publisher"), (ii) Customer’s violation of Applicable Law, (iii) Customer’s breach of any representations, warranties or covenants set forth herein, and/or (iv) Publisher’s breach of any agreement with a third party, including for example Publisher’s licensors, to the extent that such breach is due to the acts or omissions of Customer, and will indemnify Publisher and its Affiliates for all reasonable attorney’s fees incurred and damages and other costs finally awarded against Publisher or its Affiliates in connection with or as a result of, and for amounts paid by Publisher or its Affiliates under a settlement Customer approves of in connection with a Claim Against Publisher. Publisher must provide Customer with prompt written notice of any Claims Against Publishers and allow Customer the right to assume the exclusive defense and control of the claim, and cooperate with any reasonable requests assisting Customer’s defense and settlement of such matter.
2. By Publisher. Publisher will defend Customer from and against any and all third party claims, actions, suits, proceedings, and demands alleging that the use of the Offering as permitted under the Contract infringes or misappropriates a third party’s intellectual property rights (a "Claim Against Customer"), and will indemnify Customer for all reasonable attorney’s fees incurred and damages and other costs finally awarded against Customer in connection with or as a result of, and for amounts paid by Customer under a settlement Publisher approve of in connection with a Claim Against Customer; provided, however, that the Publisher has no liability if a Claim Against Customer arises from: (1) Customer Data or non-Publisher products, including third-party software, hardware, materials and/or processes not provided by Publisher and/or Customer’s failure to adhere to and comply with all Documentation and other specifications and instructions provided by Publisher (if any); and (2) any modification, combination or development of the Offering that is not performed or authorized in writing by Publisher, including in the use of any application programming interface (API). Customer must provide Publisher with prompt written notice of any Claim Against Customer and allow Publisher the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Publisher’s defense and settlement of such matter. THIS SECTION SETS FORTH PUBLISHER’S SOLE LIABILITY, AND CUSTOMER'S EXCLUSIVE REMEDY, FOR INTELLECTUAL PROPERTY INFRINGEMENT.

Sub-section X(a) of the Agreement is amended to align the duration of the Term of the Agreement with the Additional Terms and Conditions (appended hereto as Schedule A) and shall hereinafter read as follows:
1. Term. This Agreement is effective until terminated by a party, as described below. Subject to such earlier termination and this Agreement, Publisher’s performance of its obligations under an Order shall commence in accordance with such additional terms and conditions as are set forth within the applicable Order, and shall terminate per Section I(b) of this Agreement, i.e., once the expiration date for the license for the relevant Offerings, including to any renewal thereof, is reached (such duration of time being the "Term").

Section X of the Agreement (entitled Term and termination) is amended to include a new sub-section (d), to outline the Parties’ further obligations to one-another at the conclusion or earlier termination of the Agreement and accordingly, whereby sub-section X(d) shall hereinafter read as follows:

Without limiting the foregoing, at the conclusion of the Term (per the above subsections (a) and (b)) or upon termination of the Agreement for cause (per the above subsection (c)), each party shall immediately: (i) discontinue all use of the other party's Confidential Information, (ii) delete the other party's Confidential Information from its computer storage or any other media and (iii) return to the other party or, at the other party's option, destroy, all copies of such party's Confidential Information then in its possession. Notwithstanding the foregoing, Publisher may retain one copy of Customer's Confidential Information for archive purposes only. For clarity, upon the expiration of the license either in accordance with the above subsections (b) or (c), all rights granted to Customer with respect to the Licensed Applications shall immediately cease, and Customer and its Authorized Users shall discontinue all use of the Licensed Applications immediately.

Sub-section X(e) of the Agreement is amended to include license restrictions and confidentiality obligations and shall hereinafter read as follows:
1. Survival. The terms of this Agreement, including the applicable Order, that are likely to require performance, or have application to events that may occur, after the termination or expiration of this Agreement or any Order, including, for example, all license restrictions, confidentiality obligations and indemnity obligations and procedures, will survive such termination or expiration.

For clarity, in the event of an assignment of the Agreement under Section XI(e) in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such Party’s assets, or in the event of any other assignment of the Agreement by Customer to an Affiliate of Customer, the Parties may relieve the assigning Party of its obligations under the Agreement only by entering into a separate written agreement for such assignment and transfer.

The governing law provision contained within Sub-section XI(j) of the Agreement is amended to hereinafter read as follows:
1. Applicable law. This Agreement shall be governed exclusively by the laws of the province of British Columbia and the federal laws of Canada applicable therein. Any action arising out of this Agreement shall be brought solely and exclusively in the applicable provincial and federal courts located in Victoria, British Columbia. For clarity and notwithstanding anything to the contrary contained within this sub-section XI(j), as concerns claims of breach of and/or non-compliance with applicable Data Protection Law, relevant Data Protection Laws shall control with respect to the interpretation of this Agreement, including the parties’ DPA.

Except as otherwise expressly provided in the Agreement, neither Party shall be liable for any failure to perform its obligations under this Agreement if such failure arises, directly or indirectly, out of any acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within Publisher’s possession or reasonable control, denial of service attacks, incompatibility of Customer's equipment or software with the Offerings, acts or omissions of vendors or suppliers, transportation and telecommunications difficulties.

The Agreement is only amended to the extent specifically set forth herein.

SCHEDULE A
ADDITIONAL TERMS AND CONDITIONS
Microsoft Azure Marketplace Orders
Unless expressly waived by HYAS Infosec Inc. ("Publisher"), in writing, the following terms and conditions shall apply to each order for Publisher’s Licensed Applications (defined below) that is placed via Microsoft Azure Marketplace (with each such order being an "Order").

1. Defined Terms

"Authorized Users" means the employees, contractors and/or agents of Customer that have been expressly authorized by Publisher to access the Licensed Applications;
"Customer" means the organization, other than Publisher, that is intended to be the end-user of the Licensed Applications;
"DPA" means the Data Processing Agreement that is required by Publisher, under the License Agreement, to be put into place as a condition of its fulfillment of any Order;
"Fee(s)" mean any fee(s) set forth in the applicable Order;
"License Agreement" means the Microsoft Standard Contract, including any amendments thereto, that has or will soon be entered into between Publisher and Customer in connection with an Order;
"Licensed Applications" means such of Publisher’s licensed software application(s) as may be identified in the Order.

2. Authorized User Approvals

Access to and use of the Licensed Applications is strictly limited to Authorized Users. Authorized User approvals and such users’ access to Offerings shall be made by Publisher in accordance herewith and the terms and conditions of the DPA.

Without limiting the foregoing, Customer may designate personnel to be Authorized Users only with Publisher’s prior written approval, which, pursuant to the DPA, shall be granted either on an individual or general basis (i.e., either for each individual person or for one or more of Customer’s or its Affiliates’ working group(s) and/or department(s)), provided that, as between Customer and each such third party individual, each person so approved be contractually obligated to comply with Publisher’s instructions regarding the processing of personal data/personally identifiable information that is made available via the Licensed Applications.

3. Administration of Authorized Users

Customer will identify a primary point of contact (the "Customer Lead") who will be responsible for Customer’s administration of Authorized User access to the Licensed Applications per the License Agreement, underlying Order and Data Processing Agreement. For example, the Customer Lead shall ensure that each intended user has been pre-approved by HYAS pursuant to Section 2 of these Additional Terms and Conditions, either under the DPA or other written authorization issued by HYAS and that each such user’s functional role with Customer directly supports the Purpose (as defined under the License Agreement).

With respect to HYAS’ provision of Authorized User access to the Licensed Applications for any additional personnel or third-parties for whom user access is intended to be established, the Customer Lead shall additionally be responsible for obtaining HYAS’ pre-authorization for such user’s access (which may be provided via email and which consent shall not be unreasonably withheld by HYAS).

With respect to subscriptions to Licensed Applications, the Customer Lead will assign each Authorized User a unique account name, which shall be the Authorized User’s work email, and password for access to and use of the Services (together, the "User ID"). The Customer Lead shall be responsible for maintaining and updating all information concerning Authorized Users, including a current record of all such users, which will identify any third-party Authorized Users, a copy of which list will be provided to HYAS from time to time, at HYAS’ request. HYAS hereby reserves the right to retract any User ID, where such decision is reasonably made by HYAS in connection with applicable data security, data protection and/or privacy laws.

Customer shall be responsible for ensuring the security and confidentiality of all User IDs. Customer acknowledges that it will be fully and solely responsible for all liability incurred through use of any User ID and that any use of the Licensed Applications under a User ID will be deemed to have been performed by Customer. Customer shall notify HYAS immediately of any suspected theft, loss or fraudulent use of any User ID or password. User IDs are personal to designated Authorized Users and shall not be shared, transferred, reassigned or used by more than one Authorized User. Customer shall not permit anyone other than an Authorized User to access the Licensed Applications. For clarity, Customer shall be responsible for removing/retracting User ID access for any Authorized Users, should such user(s) no longer be employed or, in the case of third-party personnel, actively engaged, by Customer.

4. Terms of Payment

All Fees payable by Customer to Publisher shall be paid to Microsoft in accordance with the Microsoft Services Agreement. If Publisher has the legal obligation to pay or collect taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer. Microsoft’s or Publisher’s failure to invoice Customer for such taxes at the time of that an Order is placed or in any given invoice shall not constitute a waiver of Publisher’s right to invoice for the same.

5. Commencement of Offerings

Any obligation that Publisher provide Offerings pursuant to an Order shall commence on the latter of: (a) the date on which the relevant Order is/was put into place, (b) the effective date on which the corresponding License Agreement is/was put into place, and (c) the completion of any additional approvals and/or documentation expressly required (upon which Publisher’s provision of Offerings was made conditional) under the License Agreement.

6. Subscription Support

As concerns the Licensed Applications, Publisher will provide ongoing Q&A platform and application programming interface (API) support and maintenance services.

Unless otherwise agreed to by Publisher and Customer in writing, either in the body of the Order or via a separate written agreement that clearly references the Order and the date on which the Order was entered into by Customer, product subscription support shall be limited to Publisher’s Customer Support group’s regular working hours: weekdays, from 9:00am to 5:00pm Pacific Time, excluding all federal holidays in the United States and both federal and provincial holidays applicable to the Province of British Columbia, Canada.

7. Changes to Products

Publisher reserves the right, in its sole discretion, to modify, discontinue, substitute, delete or restrict any aspect or feature of the Licensed Applications with notice to Customer, provided that any such modification shall not result in a material diminution in the nature or level of any portion of such applications and/or services to Customer as of the effective date of the relevant Order.

8. Data Integrations

From time to time, Customer may be provided with an opportunity to subscribe to certain third-party data sets, and accordingly, Customer may (upon its acceptance of that opportunity) be granted API access to such third-party content integrations via the Offerings, either on (a) a limited scope and/or duration trial-basis; or (b) as a monthly or annual expanded-data subscription that is made subject to Customer’s payment of the corresponding fee for such data expansion (each an "Extended Subscription"). In addition to the terms and conditions contained herein, each such Extended Subscription shall be subject to the terms and conditions and/or terms of service, where applicable, including any published updates thereto, that may be contained within any written agreement(s) that may be entered into between Customer and the relevant Extended Subscription-provider, i.e., the relevant licensor, in support of, and as a condition of, the Extended Subscription-provider’s delivery commitment to Customer regarding such Extended Subscription. Further, any terms and conditions that are contained in these Additional Terms and Conditions and/or the License Agreement that pertain to Customer obligations with regard to use of the Offerings that do not conflict the with the relevant licensor’s agreement for the Extended Subscription, shall equally apply to such Extended Subscription, thereby protecting the licensors of such subscriptions. Publisher hereby reserves the right to put in place additional terms and conditions that may apply to new features and integrations, as may be required by Publisher and/or its licensors from time to time, by providing written notice to such requirements, and Customer hereby agrees that in utilizing such features, Customer shall be deemed to have consented to the same.

9. Technology Integrations

Customer may be provided with the opportunity to access the Licensed Applications via the user interface of one or more of Publisher’s authorized technology integration partner(s). Should Customer elect to utilize such user interface(s), Customer hereby agrees that it shall comply with the then-applicable terms of service or other terms and conditions related to such subscription, as may be published and updated by the appropriate technology integration partner, from time to time. For clarity, Publisher is responsible for providing support services for its own Services, only; support service questions related to services made available through Publisher’s technology integration partner(s) shall be directed to the relevant authorized technology integration partner, who is primarily responsible for providing such service support.