1. Software License, Ownership and Data

1.1 Subject to the terms of this Agreement, Priint hereby grants to Customer a non-exclusive and non-transferable right use the Priint-hosted software more particularly described in the Akeneo Agreement (the “Akeneo Agreement”) as a service (the “Software”) for Customer’s internal use only. The foregoing license does not include the right to sublicense.

1.2 Priint retains all right, title and ownership interest in the Software and all enhancements, modifications and updates to the Software. No interest in the Software other than this license is granted to Customer. Customer may not: copy the Software; modify or adapt the Software or merge it into another program; reverse engineer, disassemble, decompile, or make any attempt to discover the source code of the Software; place the Software onto a server so that it is accessible via a public network such as the Internet; or sublicense, rent, lease, or lend any portion of the Software.

1.3 Customer shall not distribute to Priint any data that is subject to any laws that relate to the confidentiality, security and protection of personally-identifiable information, customer information, electronic data privacy, trans-border data flow or data protection (“PII”). Customer agrees and acknowledges that Priint shall retain and commercialize data derived from operation of Software, which data shall not contain PII, but which may include anonymized financial and transaction data from both individual and aggregate persons (“Software Data”). Customer further agrees and acknowledges that Priint has all right, title, and interest in and to Software Data.

1.4 Upon the termination of this Agreement, Priint will revoke Customer User IDs and passwords and Customer will promptly return any and all training/reference materials and all copies thereof to Priint.

2. License Fee and Taxes

2.1 Customer shall pay to Akeneo and amounts due per the Akeneo Agreement.

2.2 Customer shall pay any and all United States sales and use taxes, where applicable, and any other governmental charges levied, imposed or assessed by any jurisdiction within the United States on the amounts invoiced under this Agreement. Priint shall separately itemize amounts due for such taxes and the amounts upon which they are levied, imposed or assessed, and in all cases separately itemize amounts when doing so reduces the taxes to be paid by Customer.  If Priint does not itemize taxes on invoice(s) and should have, Customer will pay the amount of taxes that should have been invoiced (upon presentation of a proper invoice for such taxes), but Priint shall be solely responsible for paying all penalties, interest, fines, additions to tax or other amounts assessed by the taxing authorities on any taxes not timely invoiced to Customer, and Priint shall indemnify and hold harmless Customer against all such amounts.  Under no circumstances shall Customer be responsible for any franchise-related taxes or taxes based on Priint's payroll, property, or gross or net income.  Each Party shall cooperate with the other Party with respect to tax matters and provide and make available to the other party tax-related information reasonably requested by the other party (such as resale or exemption certificates).  Customer shall be entitled to withhold any taxes with respect to amounts payable to Priint under this Agreement as may be required by applicable law and deduct such taxes from such amounts prior to remittance to Priint.  Customer will provide to Priint reasonable assistance, which shall include the provision of documentation as required by taxing authorities, to enable Priint to claim exemption from or obtain a repayment of such withheld taxes and will, upon request, provide Priint with a copy of the withholding tax certificate or other applicable documentation.

3. Term and Termination

This Agreement takes effect upon the Effective Date and shall terminate in accordance with the Customer’s Agreement with Akeneo.  Sections 1.2, 1.3, 1.4, 2.2, and Articles 3, 6 – 17 shall survive the termination of the Agreement.

4. Software Maintenance and Support Services

The license granted under Article 1 of this Agreement includes software, maintenance, and support services for the Software (“Support”), as more fully described in the Akeneo Agreement, Exhibit A -- Maintenance and Support (as it may be amended from time to time), incorporated here by reference.

4.1 Deliverables

4.1.1 Priint’s support services shall include patches for priint:suite bugs (hereinafter referred to as “Bugs”). A Bug shall be deemed to have occurred insofar as priint:suite (a) fails to conform with the standard functions that applied at the time of the product’s release; (b) provides false results; (c) crashes in an uncontrolled manner; or (d) fails to function properly in any other manner such that priint:suite cannot be used properly or fully.

4.1.2 Priint shall provide its Customers in a timely manner with (a) individual bug fixes, modified changes, or a Bug-free updated version of priint:suite in an object program; or (b) user documentation on a data storage device or via data transfer. Bug fixing shall include bug analyses, determination of the cause of the Bug, and – insofar as a Bug cannot be fixed with reasonable effort or for time related reasons – a workaround.

4.1.3 Support response times shall be those indicated in Section 8 Response Times.

4.1.4 Support shall include function related optimization measures for and extension of priint:suite, including the following:

• Bug fix provisioning.
• Provisioning of updates and the installation documentation therefor.
• Priint shall notify Client in a timely manner concerning current developments and shall
• update the release plan on a regular basis.
• Provisioning and updating of user documentation.
• Priint shall provide support at all times for the three most recent releases of priint:suite,

4.1.5 The following deliverables shall be excluded from the scope of these Terms:

• Any updates to Client specific installations, configurations or customizations
• Update installation.

4.1.6 Client shall provide Priint with timely assistance for resolution of priority-1 problems (pursuant to Section 4 of these terms).

4.1.7 Any additional services that do not fall within the scope of these Terms may be provided by Priint under separate contracts.

4.1.8 Any force majeure or any operational breakdown at the Priint site or the site of any Priint agent, and in particular any uprising, measures arising from labor conflicts, or official/judicial measures that temporarily prevent Priint or any Priint agent from providing its deliverables in a timely manner, shall result in extension of the relevant deadlines/delivery dates by the duration of the circumstances to which such operational breakdown is attributable. Insofar as any such operational breakdown results in a more than four month delay in the provisioning of deliverables, Client shall be entitled to terminate  support services.

4.1.9 Priint’s  timely provision of support services shall be contingent upon Client’s adherence to Client’s obligations set forth in Section 4 of these Terms. Insofar as the necessary cooperation on the part of Client is not forthcoming in whole or in part or is not provided in a timely manner, Priint shall be entitled to postpone delivery dates/deadlines accordingly. Priint shall announce any potential postponement of this nature in a timely manner.

4.1.10 With the consent of Client (which consent shall not be unreasonably withheld) Priint shall be entitled to outsource its deliverables and shall notify any such outsourcing to Client. Priint shall ensure that the deliverables provided by any outside contractor are conformant with the terms and conditions of these Terms.

4.2 Support availability

4.2.1 Priint shall provide support services for customers from 9 a.m. to 5 p.m. Monday through Friday in the local timezone based upon the Customer’s Address specified in the Customer’s Agreement with Akeneo.

4.2.2 Any services exceeding the scope of these Terms shall be subject to a separate written agreement.

4.3 Client Obligations

4.3.1 Client shall check each Bug fix provided by Priintt within five (5) business days of receipt with the goal of verifying that such deliverable works properly. Any Bug fix defects shall be notified to Priint via e-mail within 5 buiness days, unless otherwise mutually agreed to by both parties.  Failure to notify Priint shall result in the status of the issue being closed.

4.3.2 Client shall assist Priint with remediating the software by performing the following: backing up data, testing fixes provided by Priint, and providing Priint with a detailed description of any malfunction that may occur. Data shall be stored on a machine-readable data storage device in a manner that allows for recovery of the data with reasonable effort.

4.3.3 Client shall assume sole responsibility for backing up the data in the installed software and shall in particular back up data prior to any Priint intervention.

4.3.4 Client shall provide Priint with access to the data processing facility used to host the Priint software and shall secure any necessary third-party authorization for access to such facility. This shall apply both to support that is carried out at the site of Client, as well as to remote support.

4.3.5 Upon request by Priint Client shall inform Priint of any relevant changes in Client’s technical infrastructure.

4.4 Right of use

The right of use to support services shall be governed by the counterpart rights as defined in these Terms.

4.5 Charges; terms of payment

4.5.1 In exchange for the support services hereof, Client shall effect paymentof an annual fee pursuant to their Software License Agreement or agreement underwhich the software was licensed.
The said payment shall be paid in advance for the coming year.

4.5.2 Insofar as the scope of the support services pursuant to sections 2.1 through 2.5 is changed, the charge for support services shall be adjusted via an amended Support Contract. In such a case the scope of the support services hereof shall be determined by such amended Support Contract, which shall become part of these Terms.

4.5.3 Any support services that do not fall within the scope hereof may be offered separately by Priint. In such a case, Client may place a separate order for any desired services.

4.5.4 The charge for support services or any other services shall exclude the charge for installation, instruction, training, and travel expenses, all of which shall be billed separately in accordance with the existing Master Services Agreement between the parties or otherwise mutually agreed to.

4.5.5 All charges shall be subject to any sales or other tax as required by law.

4.6 Response Times

The Priint support services referred to in these Terms shall be subject to the response times indicated below.

4.6.1 Priority 1, blocker

• Scenario: Continuously abnormal functionality exhibited by the software as a whole, in a manner that disables the system in whole or in part such that the Client work processes are hampered.
• In such a case, Priint shall take action within four business hours and shall submit daily reports to the Client, within the limits of Priint’s support service availability, concerning the status of the problem resolution process.
• Insofar as the problem is attributable to any defect in the priint software provided by Priint, Priint shall supply a bug fix or workaround without delay. In the case of problems with this priority level, if necessary Priint will dispatch a technician to Clients location for purposes of analyzing and resolving the problem.
• Priint Support can be contacted via support@priint.com, the bug-tracking system or by phone.

4.6.2 Priority 2, critical

• Scenario: Some aspects of software operations are subject to serious problems, resulting in parts of priint:suite being disabled.
• In such a case, Priint shall resolve the problem within two working days. The status of the problem resolution process will be managed by Priint via the Priint bug tracking system.
• Insofar as the problem is attributable to any defect in the priint software provided by Priint, Priint shall supply a bug fix or workaround without delay.
• Priint support can be contacted via support@priint.com or the bug tracking system.

4.6.3 Priority 3

• Scenario: Any malfunction scenario other than those described under Priority 1 and Priority 2.
• In such a case, Priint will provide information concerning the status of the problem resolution process within ten working days. The problem will be resolved as part of the normal update cycle, or a workaround will be provided.

4.7 Update and upgrade provisioning

Priint shall provide priint:suite updates free of charge, as part of a major InDesign release or at anytime so determined by Priint. Any integration and migration services necessitated by any such upgrade shall be offered separately by Priint.

5. Consulting, Implementation and Training Services

Unless the parties enter into a separate written agreement with respect to consulting, implementation, or training services (“Consulting Services”), those services will be as described in a Statement of Work attached to the applicable Order Schedule and provided under the terms and conditions of this Agreement.  Consulting Services will be performed on a time and materials basis, plus reasonable out of pocket travel and expenses.  The hourly fee for Consulting Services shall be as listed in the Order Schedule. Any work product produced for Customer as part of Consulting Services will become products licensed under this Agreement.

6. Confidentiality

The parities incorporate by reference Sections 10.1 – 10.3 of the Akeneo Agreement. For the avoidance of doubt, Customer agrees and acknowledges that the User IDs and Passwords that it utilizes to access and use the Software are the “Confidential Information” of Priint.

7. Limited Warranty, Remedy and Disclaimer

The parties incorporate by reference Sections 7.1, 7.2, and 7.3 of the Akeneo Agreement.

PRIINT’S SOLE OBLIGATION AND CUSTOMER’S EXCLUSIVE REMEDY FOR ANY FAILURE OF THIS WARRANTY IS THE CORRECTION OR REPLACEMENT, AT PRIINT’S OPTION, OF THE NONCONFORMING SERVICES OR SOFTWARE. To the maximum extent permitted by law, THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AND PRIINT DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, regardless of whether Priint knows or had reason to know of Customer’s particular needs.

WITH THE SOLE EXCEPTION OF THE FOREGOING, THE SOFTWARE, ACCESS, USE, SERVICES, INFORMATION AND DATA PROVIDED THEREBY IS “AS IS” AND WITHOUT WARRANTY OF ANY KIND.  PRIINT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE regardless of whether Priint knows or had reason to know of Customer’s particular needs.  PRIINT SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET VIEWER’S REQUIREMENTS OR WILL OPERATE IN COMBINATIONS OR IN A MANNER SELECTED FOR USE BY VIEWER, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.

CUSTOMER ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT,  IT HAS NOT RELIED ON ANY EXPRESS OR IMPLIED WRITTEN OR ORAL REPRESENTATION AS AN INDUCEMENT TO ENTER INTO THIS AGREEMENT.

8. Infringement Indemnity

The parties incorporate by reference Sections 8.1, 8.2, and 8.3 of the Akeneo Agreement.

9. Limitation of Liability

The parties incorporate by reference Sections 9.1, 9.2, and 9.3 of the Akeneo Agreement.

The limitations and exclusions set forth in this Section apply to all claims or causes of action on whatever basis and under whatever theory brought and irrespective of whether PRIINT has been advised of the possibility of such claim.

10. Force Majeure

Priint will not be responsible for any delay or failure in performance caused by acts of God or any government or any other cause beyond Priint’s reasonable control.

11. Assignment

Priint may assign this Agreement as part of the sale of that part of its business which includes the Software, or pursuant to any merger, consolidation or other reorganization, upon notice to the other party.  Any other assignment of this Agreement requires the agreement of the other party, which shall not unreasonably be withheld.  An assignee of either party, if authorized hereunder, shall have all of the rights and obligations of the assigning party set forth in this Agreement.  Any action in breach of this Article 11 shall be null, void, and without effect.

12. Notices

All notices required or permitted to be given by one party to the other under this Agreement shall be sufficient if sent by personal delivery, overnight delivery service, or certified mail, return receipt requested, to the parties at the respective addresses set forth above or to such other address as the party to receive the notice has designated by notice to the other party.

13. Governing Law

This Agreement will be governed by the Applicable Law (without regard to the conflicts of law provisions of any jurisdiction), and claims arising out of or in connection with this Agreement will be subject to the exclusive jurisdiction of the Applicable Jurisdiction based on Customer’s contracting address.