mini´«Ã½

1. Provision of Service.?

mini´«Ã½ shall make the Service available to Customer for use by Customer, its Affiliates and Authorized Parties for whom Customer enables access solely for the internal business purposes of Customer and its Affiliates, subject to this Agreement. The Service is provided in U.S. English. Notwithstanding anything contained in any Contract Vehicle or other Reseller Agreement, the mini´«Ã½ Services shall perform according to the Documentation.

1.1 Invoices & Payment. Subscription Fees and all other fees due to Reseller hereunder will be invoiced for an amount and with payment terms as per Customer¡¯s Agreement with Reseller, and in a format specified by the applicable Reseller Agreement, including any additional payment instructions or deviations. Unless otherwise detailed in an applicable Order Form, all fees are based on access rights acquired and not actual usage.

1.2 Suspension for Non-Payment.?Except where prohibited by Law or applicable Contract Vehicle, and except with respect to charges subject to a reasonable and good faith dispute, if Reseller has failed to make payment on behalf of Customer's account for more than thirty (30) days past due, in addition to any other rights or remedies mini´«Ã½ may have under this Agreement or by Law, mini´«Ã½ reserves the right to suspend the Service upon thirty (30) days written notice to Customer and Reseller that payment has not been received, without liability to Customer, until such amounts are paid in full, or until Customer has requested novation of this Agreement to mini´«Ã½.

1.3 Taxes. Except when Customer has a valid tax exemption certificate authorized by the appropriate taxing authority, Customer is responsible for paying to Reseller all Taxes imposed on the Service or any other services provided under this Agreement. Customer agrees to assist Reseller in providing mini´«Ã½ with a valid reseller certificate where required for tax exemption purposes. If mini´«Ã½ has a legal obligation to pay or collect Taxes for which Customer is responsible under this Agreement, the appropriate amount shall be computed based on Customer¡¯s address as provided to mini´«Ã½ by Reseller.

2. Customer Obligations.

Customer shall have sole responsibility for (a) obtaining and verifying it has all authorizations, consents, and rights necessary to use the Service; (b) the accuracy, quality, and legality of all Customer Content, and shall take commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and shall notify mini´«Ã½ promptly of any unauthorized access or use; (c) any Non-mini´«Ã½ Content it installs, uses, or enables; and (d) ensuring compliance with the Agreement and the AUP by its Affiliates and Authorized Parties, and any breach by its Affiliates or Authorized Parties will be deemed a breach by Customer. Customer shall not: (1) use the Service in violation of Law or the Documentation; (2) in connection with the Service, send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights; (3) knowingly send or store Malicious Code in connection with the Service; (4) knowingly interfere with or disrupt performance of the Service or the data contained therein; or (5) attempt to gain access to the Service or its related systems or networks in a manner not set forth in the Documentation. During the applicable subscription Term, mini´«Ã½ reserves the right to suspend Customer¡¯s access to an applicable Service in the event mini´«Ã½ reasonably determines such action is necessary to preserve the integrity and/or security of such Service or mini´«Ã½ or its suppliers in good faith reasonably determines that Customer has violated the AUP; however, mini´«Ã½ will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to such suspension.

3. Proprietary Rights.

3.1 Customer Ownership.?As between mini´«Ã½ and Customer, Customer owns all right, title and interest to its Customer Content. mini´«Ã½ shall have the right to only use Customer Content to provide the Service (including Improvements), subject to this Agreement.?

3.2 mini´«Ã½ Ownership. As between Customer, mini´«Ã½, and mini´«Ã½¡¯s licensors, mini´«Ã½ or its licensors own all right, title and interest to the Service (including any third-party content mini´«Ã½ makes available through the Service) and Documentation, including all related Intellectual Property Rights.?

3.3 Customer Input.?Customer hereby grants mini´«Ã½ a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into its services any Customer Input. mini´«Ã½ will have no obligation to make Customer Input an Improvement. Customer will have no obligation to provide Customer Input.

3.4 Restrictions.?Customer shall not (a) modify, copy, or create derivative works based on, the Service or Documentation; (b) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Service or Documentation available to any third party other than to Authorized Parties as permitted herein; (c) reverse engineer or decompile any portion of the Service or Documentation, including but not limited to, any software utilized by mini´«Ã½ in the provision of the Service and Documentation, except to the extent required by Law; (d) access the Service or Documentation in order to build any commercially available product or service; or (e) copy any features, functions, integrations, interfaces or graphics of the Service or Documentation. Notwithstanding item (e), the Customer may make a reasonable number of copies of the Documentation for internal business purposes only.

4. Confidentiality.

Except as provided otherwise, each party (the ¡°Recipient¡±) shall use the same degree of care that it uses to protect its own confidential information of like kind (but in no event using less than a reasonable standard of care) not to disclose or use any Confidential Information of the other party (the ¡°Discloser¡±) except as reasonably necessary to perform the Recipient¡¯s obligations or to exercise the Recipient¡¯s rights under this Agreement or with the Discloser's prior written permission. For purposes of clarification, this Section 4 also applies to Confidential Information either party or its Affiliates shares with the other party or its Affiliates related to potential future subscription services. Either party may disclose Confidential Information on a need-to-know basis to its Affiliates, advisors, contractors and service providers, including third party submission tools or online portal providers required by the Discloser for internal business purposes (¡°Representatives¡±), who are bound by confidentiality obligations at least as restrictive as those in this section. The Recipient shall be responsible for any acts or omission of its Representatives with respect to protection of the Discloser¡¯s Confidential Information. The parties agree that the Recipient¡¯s or its Representatives¡¯ online portal terms conflicting with the terms of this Section 4 (a) shall not be binding on the Discloser submitting its Confidential Information to the Recipient through the Recipient¡¯s or its Representative¡¯s online portal; (b) this Section 4 applies to all such Confidential Information disclosed to the Recipient through such online portals; and (c) are superseded by this Agreement with respect to confidentiality obligations.

5. Protection and Security of Customer Content and Privacy.?

5.1 Security Program.?mini´«Ã½ maintains a security program that conforms to the mini´«Ã½ Security Exhibit and Audit Reports (as set forth in the applicable Product Terms).?

5.2 Third-Party Certifications and Audits. mini´«Ã½ maintains Audit Reports as set forth in the applicable Product Terms. Through mini´«Ã½¡¯s customer self-service systems or upon Customer¡¯s written request, mini´«Ã½ shall make available to Customer mini´«Ã½¡¯s then-current Audit Reports for the applicable Service application to enable Customer to verify mini´«Ã½¡¯s compliance with its obligations under this Agreement. Audit Reports constitute mini´«Ã½¡¯s Confidential Information and are subject to the confidentiality terms in this Agreement or separate confidentiality agreement terms (as applicable).?

5.3 Privacy. Personal Data will only be processed in accordance with the Data Processing Exhibit.

5.4 Unauthorized Disclosure. If Reseller, Customer, or mini´«Ã½ becomes aware of a Security Breach, that party must promptly notify the other parties, unless legally prohibited from doing so, within 48 hours or any shorter period required by Law except that Customer is not required to notify mini´«Ã½ unless Customer reasonably determines there is a threat to the Service. Additionally, each party shall reasonably assist the other party in mitigating any potential damage. As soon as reasonably practicable after any Security Breach, mini´«Ã½ shall conduct a root cause analysis and, upon request, shall share the results of its analysis and its remediation plan with Customer. Unless prohibited by Law, each party shall provide the other party with reasonable notice of and the opportunity to review and comment on the content of all public notices, filings, or press releases about a Security Breach that identify the other party by name prior to any such publication.

6. Warranties.?

Each party warrants that it has the authority to enter into this Agreement and, in connection with its performance of this Agreement, shall comply with all Laws. mini´«Ã½ warrants that during the applicable subscription Order Term: (a) the overall Service (1) will not be materially decreased; and (2) will perform materially in accordance with the feature descriptions in the Documentation; and (b) to the best of mini´«Ã½¡¯s knowledge, the Service does not contain, and mini´«Ã½ will not knowingly introduce, any Malicious Code (collectively, the ¡°Service Warranty¡±). Customer shall use commercially reasonable efforts to notify mini´«Ã½ in writing, and provide a copy of the notice to Reseller, no later than 30 days after identifying a deficiency, but Customer¡¯s failure to notify mini´«Ã½ within that period will not affect Customer¡¯s right to receive warranty remedies unless mini´«Ã½ is impaired in its ability to correct the deficiency due to Customer¡¯s failure to notify. Notice of breaches of the warranty under item (1) must be made through mini´«Ã½¡¯s then-current error reporting system; notices of breaches of any other warranty must be made in writing to mini´«Ã½, with a copy provided to Reseller, in accordance with the notice provisions of this EUSA or as required by Contract Vehicle. The Customer¡¯s exclusive remedy and mini´«Ã½¡¯s sole liability for breach of the Service Warranty is termination of the applicable Service. Unless agreed to in writing, or as required by Contract Vehicle, notice to Reseller of a warranty defect shall not constitute notice to mini´«Ã½ under this paragraph.

6.1 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, WORKDAY MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WORKDAY DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR FREE OR UNINTERRUPTED. THE LIMITED WARRANTIES PROVIDED IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO THE CUSTOMER.

7. Indemnification.

7.1 mini´«Ã½ Indemnity. mini´«Ã½ shall defend Customer, at mini´«Ã½¡¯s expense, against any third-party Claim brought against Customer alleging that the use of the Service as contemplated hereunder infringes that third party¡¯s Intellectual Property Rights and shall indemnify and hold Customer harmless against any Losses arising from such third-party Claim. mini´«Ã½ will have no liability for Claims or Losses to the extent they arise from: (a) modification of the Service by anyone other than mini´«Ã½; (b) use of the Service in a manner inconsistent with the Documentation or in violation of this Agreement; or (c) use of the Service in combination with any other product or service not provided by mini´«Ã½. If Customer is enjoined from using the Service or if mini´«Ã½ reasonably believes it will be enjoined, mini´«Ã½ may, at its sole option, obtain for Customer the right to continue use of the Service or replace or modify the Service so that it is no longer infringing. If neither of the foregoing options is reasonably available to mini´«Ã½, then either party may terminate the applicable Service and mini´«Ã½¡¯s sole liability, in addition to the indemnification obligations in this section, will be to refund any prepaid Subscription Fees for the Service that was to be provided after the effective date of termination.

7.2 Customer Indemnity. To the extent permitted under Law, Customer shall defend mini´«Ã½, at Customer¡¯s expense, from any third-party Claim against mini´«Ã½ arising from: (a) Customer Content; (b) data submitted by Customer, its Affiliates or its Authorized Parties pursuant to its use of the Service as contemplated under this Agreement, infringes or misappropriates such third-party¡¯s Intellectual Property Rights; or (c) violations by Customer, its Affiliates or Authorized Parties of the AUP, and Customer shall indemnify and hold mini´«Ã½ harmless against any Losses relating to such third party Claim.

7.3 Conditions. The indemnitor¡¯s obligations are conditioned on the indemnitee: (a) promptly giving written notice of the third party Claim to the indemnitor (although a delay of notice will not relieve the indemnitor of its obligations under this section except to the extent that the indemnitor is prejudiced by such delay); (b) giving the indemnitor sole control of the defense and settlement of the third party Claim (although indemnitor may not settle any third party Claim unless it unconditionally releases indemnitee of all liability); and (c) providing to the indemnitor, at the indemnitor¡¯s cost, all reasonable assistance. Sections 7.1 through 7.3 state each indemnitee¡¯s exclusive remedies and the indemnitor¡¯s sole obligations related to the subject matter of these sections.

8. Limitation of Liability.

8.1.? LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO (A) DAMAGES CAUSED BY GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD OR (B) WORKDAY¡¯S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT SHALL WORKDAY OR ITS AFFILIATES¡¯ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE FEES PAID OR PAYABLE UNDER CUSTOMER¡¯S AGREEMENT WITH RESELLER FOR THE SERVICE DURING THE IMMEDIATELY PRECEDING 12-MONTH PERIOD FOR THE SERVICE FROM WHICH THE CLAIM AROSE.

8.2 EXCLUSION OF DAMAGES. EXCEPT FOR WORKDAY¡¯S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE LIABILITY FOR LOST PROFITS OR REVENUES, LOSS OF USE OR DATA, BUSINESS INTERRUPTION, OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR COVER DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF THE PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSIONS IN THIS SECTION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. CUSTOMER¡¯S PAYMENT OBLIGATIONS WILL NOT BE CONSIDERED WORKDAY¡¯S LOST PROFITS.

9. Term.

The Term of this Agreement shall be as described in the Reseller Agreement or Contract Vehicle. Termination by Customer shall be as specified in the Reseller Agreement (or as otherwise agreed to by mini´«Ã½ in writing), except that nothing in the Reseller Agreement may confer termination rights to the mini´«Ã½ Service or obligate mini´«Ã½ beyond the rights specified in this Section 9.

9.1 Termination by mini´«Ã½. If not otherwise prohibited by Contract Vehicle, mini´«Ã½ may terminate this Agreement upon thirty (30) days prior written notice to Customer of a material breach by the Customer or Reseller if such breach remains uncured at the expiration of such notice period. In the event this Agreement is terminated, all Order Forms are simultaneously terminated. In the event of a breach by Reseller, and provided Customer is in compliance with all terms of this Agreement, mini´«Ã½ will agree in good faith to negotiate a novation as specified in Section 9.8 (Novation to mini´«Ã½) to allow Customer to continue using the Service. This provision shall not apply to Federal Customers.

9.2 Suspension. mini´«Ã½ may temporarily suspend Customer¡¯s access to, or use of, the Services if mini´«Ã½ believes that (a) there is a significant threat to the functionality, security, integrity, or availability of the Services or any content, data, or applications in the Services; or (b) Customer is accessing or using the Services to commit an illegal act; or (c) Customer is accessing or using the Services in a way that is prohibited by or inconsistent with the service description contained in an applicable Order Specification . When reasonably practicable and lawfully permitted, mini´«Ã½ will provide Customer with advance notice of any such suspension. mini´«Ã½ will use reasonable efforts to re-establish the Services promptly after mini´«Ã½ determines that the issue causing the suspension has been resolved. During any suspension period, mini´«Ã½ will make Customer Content available. Any suspension under this paragraph shall not excuse payment as required by the applicable Contract Vehicle or Reseller Agreement.

9.3 Effect of Termination. Upon any expiration or termination of this Agreement, all Order Forms shall immediately terminate and Customer shall, as of the date of such expiration or termination, immediately cease accessing and otherwise utilizing the applicable Service (except as permitted under the section entitled ¡°Retrieval of Customer Content¡± and ¡°Transition Period before Final Termination¡±) and shall also cease accessing mini´«Ã½ Confidential Information. Termination for any reason shall not relieve Customer of the obligation to pay any fees accrued or due and payable to Reseller prior to the effective date of termination. Additionally, termination for any reason other than mini´«Ã½¡¯s uncured material breach or as allowed by Reseller Agreement or Contract Vehicle, shall not relieve Customer of the obligation to pay all future amounts due except as detailed in the applicable Contract Vehicle or Reseller Agreement.

9.4 Transition Period before Final Termination. If this Agreement is terminated and Customer submits a written request to mini´«Ã½ or Reseller prior to any such termination for a one-time transition period, mini´«Ã½ will continue to provide the Service for up to three (3) months after the effective date of such termination (the ¡°Transition Period¡±), subject to the terms and conditions of this Agreement. Monthly fees for the Transition Period will be quoted through Reseller. Notwithstanding the foregoing, if mini´«Ã½ is enjoined from performing, or termination of this Agreement was due to Customer¡¯s breach, mini´«Ã½ has no obligation to perform under this section unless it receives from Reseller (i) payment of all fees not subject to reasonable and good faith dispute, (ii) prepayment of fees for further services, and (iii) certification of ongoing compliance with the terms of this Agreement during the Transition Period.

9.5 Transition Consulting Services. During a Retrieval Period or Transition Period, mini´«Ã½ will provide cooperation and assistance as Customer may reasonably request to support an orderly transition to another provider of similar software, services, or to Customer¡¯s internal operations. Such cooperation and assistance will be limited to consulting regarding the mini´«Ã½ Service and will be subject to a fee quoted through Reseller that is based on mini´«Ã½¡¯s then-current rates for consulting services and such services will be set out in a statement of work. Notwithstanding the foregoing, in the event of termination of this Agreement by mini´«Ã½ for Customer¡¯s breach, mini´«Ã½ may withhold the provision of transition consulting services and condition further performance upon (i) payment of undisputed fees then owed by Reseller and (ii) prepayment of fees for further services by Reseller.

9.6 Retrieval of Customer Content.?Upon Customer¡¯s written request made on or prior to expiration or termination of the Agreement (including any Transition Period), mini´«Ã½ shall give Customer limited access to the Service for a period of up to 60 days, at no additional cost, solely for purposes of retrieving Customer Content (¡°Retrieval Period¡±). After such Retrieval Period and subject to mini´«Ã½¡¯s legal obligations, mini´«Ã½ has no obligation to maintain or provide any Customer Content and shall, unless legally prohibited, delete Customer Content by deleting Customer¡¯s applicable Instance; provided, however, that mini´«Ã½ will not be required to remove copies of the Customer Content from its backup media and servers until such time as the backup copies are scheduled to be deleted, provided further that in all cases mini´«Ã½ shall continue to protect the Customer Content in accordance with the Agreement. Customer Content will be made available for extraction in a machine-readable format as described in the Documentation.

9.7 Surviving Provisions. The following provisions of this Agreement shall not survive and will have no further force or effect following any termination or expiration of this Agreement: (i) Section 1 ¡°Provision of Services¡± and (ii) those provisions granting Customer access to any SKU(s) and services referenced in any applicable Order Form(s). All other provisions of this Agreement shall survive any termination or expiration of this Agreement.

9.8 Novation to mini´«Ã½. This End User Subscription Agreement and all applicable Order Forms may be novated to mini´«Ã½: (1) Upon mutual agreement between Customer, Reseller and mini´«Ã½; or (2) if Reseller has failed to pay the applicable subscription fees, there is a material threat of Reseller¡¯s bankruptcy or insolvency, or is otherwise in breach of its Agreement to mini´«Ã½, to Customer, or to the applicable Contract Vehicle, and upon mutual agreement between Customer and mini´«Ã½. Such novation shall be memorialized in a separate, mutually agreed upon novation agreement between the parties. The term of the novated agreement, which will become a Main Subscription Agreement as between Customer and mini´«Ã½, shall be for whatever subscription period was remaining in the Reseller¡¯s Agreement or as otherwise negotiated. mini´«Ã½ and Customer¡¯s obligations and terms and conditions shall be limited to those specified in this End User Subscription Agreement, including all applicable Order Forms, or as otherwise negotiated in the novation agreement. Any other terms and conditions or obligations contained in Reseller¡¯s Agreement unrelated to performance of the Service or applicable fees shall remain as between Customer and Reseller, and mini´«Ã½ shall have no obligation to fulfill any additional requirements or services to Customer. This provision shall not apply to Federal Customers.

10. General Provisions.

10.1 Relationship of the Parties. The parties are independent contractors. This Agreement does not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. This agreement, when attached to Reseller¡¯s contract with Customer, is designed to create a mutual third-party beneficiary relationship between mini´«Ã½ and Customer. No other third-party beneficiary relationships shall be considered a part of this agreement unless otherwise explicitly identified.

10.2 Insurance.?mini´«Ã½ shall maintain, at its own expense, the types of insurance coverage specified below, on standard policy forms and with insurance companies with at least an A.M. Best Rating of A-VII at the time of policy inception. Upon Customer¡¯s written request, mini´«Ã½ shall provide a certificate of insurance evidencing the following coverages: (a) Workers¡¯ Compensation insurance prescribed by Law and Employers Liability insurance with limits not less than $1,000,000 per accident/per employee; (b) Commercial General Liability insurance including Contractual Liability Coverage, with coverage for products liability, completed operations, property damage and bodily injury, including death, with an aggregate limit of no less than $2,000,000; and (c) Technology Professional Liability Errors & Omissions policy (which includes Cyber Risk coverage and Computer Security and Privacy Liability coverage) with a limit of no less than $10,000,000 per occurrence and in the aggregate. Limits for (1) Employers Liability only, and (2) may be achieved through a combination of primary and excess liability/umbrella policies to reach the level of coverage shown above. Should any of the above-described policies be canceled before the expiration date thereof, notice will be delivered to mini´«Ã½ in accordance with policy provisions.

10.3 Notices. Unless expressly stated otherwise, all notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; or (ii) the third business day after first class mailing. Notices to mini´«Ã½ shall be sent to its General Counsel at legal@mini´«Ã½.com or other contact indicated by the Reseller. Notices to Customer shall be sent to the address provided by Reseller. Each party may modify its recipient of notices by providing notice pursuant to this Agreement either directly or through communication with Reseller.

10.4 Background Check.?Unless prohibited by Law, mini´«Ã½ agrees to conduct (or has previously conducted) a criminal background check on personnel employed by mini´«Ã½ (or will require its subcontractors to conduct a background check on their own personnel) who will have access to Customer Content. Such background check shall be in the form generally used by mini´«Ã½ in its initial hiring of employees or contracting for contractors or, as applicable, during the employment-screening process. mini´«Ã½ will not allow any person performing under this Agreement on behalf of mini´«Ã½ to be assigned to have access to Customer Content whose background check revealed a conviction of any violent crime or crime involving theft, dishonesty, moral turpitude, breach of trust, or money laundering.

10.5 Code of Conduct. mini´«Ã½ has a published code of conduct available on its public web site with rules for ethical business conduct which complies with Law. mini´«Ã½ uses commercially reasonable efforts to ensure that mini´«Ã½ complies with its code of conduct, including but not limited to periodic training of employees about the code.

10.6 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right or any other right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

10.7 Force Majeure.?Neither party shall be liable for any failure or delay in performance under this Agreement for causes beyond that party¡¯s reasonable control and occurring without that party¡¯s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving mini´«Ã½ or Customer employees, respectively) (¡°Force Majeure¡±). Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused, provided that notice of the Force Majeure event is given in writing fifteen (15) days after the Force Majeure event begins. Such notice shall identify the nature of the Force Majeure event, its expected duration and the probable impact on the performance of the affected party¡¯s obligations.

10.8 Assignment. Except as specified in Section 9.8 (Novation to mini´«Ã½), neither Customer nor Reseller may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms) without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets (an ¡°M&A Assignment¡±) so long as the assignee agrees to be bound by all of the terms of this Agreement in an amendment to this Agreement and all past due fees are paid in full or otherwise accounted for in the amendment. In no event shall Customer have the right to assign this Agreement to a direct Competitor of mini´«Ã½. In the event of an M&A Assignment, the non-assigning party shall be entitled to request from the assignee information to demonstrate that the assignee has the necessary resources and expertise to provide the Service. Failure to provide such information shall be a material breach of this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement other than as permitted by this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. This provision shall not apply to Federal Customers.

10.9 Governing Law.

a. Except as otherwise provided for in the Public Sector Terms or subsection (c) below, this Agreement and any other ancillary agreement between the parties shall be governed and construed in accordance with the laws of the State of New York, without giving effect to its principles of conflict of law thereof that would require the application of the laws of any other state or jurisdiction.

b.?Process may be served on either party by first-class registered mail, as well as in any other manner authorized by applicable law or court rule. Neither the UCITA nor the United Nations Convention on Contracts for International Sale of Goods will apply to this Agreement, except as expressly adopted herein.

c.?Local Law Requirements: Canada. With respect to Customers domiciled in Canada, the following provisions shall apply: (a) Choice of Language. The parties accept that the terms of this Agreement be drafted in English. Les parties acceptent que les conditions des pr¨¦sentes soient r¨¦dig¨¦es en anglais. (b) "Gross Negligence" means any act or failure to act in breach of a duty of care that was intended to cause harm, which rises to the level of intentional wrongdoing, or was reckless in regard of or wanton indifference to the harmful and foreseeable consequences of such act or failure to act but does not include an act or failure to act that constituted merely a lack of due care (or a contractual breach alone).

10.10 Export. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Service. Without limiting the generality of the foregoing, Customer shall not make the Service available to any person or entity that: (i) is located in a country that is subject to a U.S. government embargo; (ii) is listed on any U.S. government list of prohibited or restricted parties; or (iii) is engaged in activities directly or indirectly related to the proliferation of weapons of mass destruction, unless authorized by the United States government.

10.11 mini´«Ã½ SLA Service Credits. If, in any rolling six-month period, mini´«Ã½ fails to meet the monthly Service Availability or Service Response commitments described in the SLA (a ¡°Failure¡±), Customer may request the following remedies from Reseller no later than six months after the applicable Failure occurs: (1) a meeting to discuss possible corrective actions for the first Failure; (2) a 10% Service Credit for a second Failure; (3) a 20% Service Credit for a third Failure; and (4) a 30% Service Credit for a fourth Failure. In this Agreement, ¡°Service Credit¡± means a credit equal to the stated percentage of the applicable monthly Subscription Fee for the affected Service. mini´«Ã½ shall direct Reseller to deduct the highest applicable Service Credit from the next invoice for Subscription Fees or, if there is no subsequent invoice, shall refund the Service Credit to the Reseller who will pass on the Credit to Customer. The remedies in this section are the Customer¡¯s exclusive remedies for any Failure.

10.12 Publicity. Except as set forth herein, mini´«Ã½ shall not use Customer's name, logos or trademarks, without the prior written consent of Customer, in any written press releases, advertisements and/or marketing materials. Notwithstanding the foregoing, mini´«Ã½ may use Customer's name in lists of customers and on its website, including, but not limited to, mini´«Ã½¡¯s community portal; however, such usage shall not be classified as an advertisement but only identification as an entity who receives the Service from mini´«Ã½. For the avoidance of doubt, this section does not prohibit mini´«Ã½ from referencing Customer's name in a verbal format.

10.13 Miscellaneous.?This Agreement supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter and is entered into without reliance on any promise or representation other than those expressly contained in this Agreement. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to Law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by Law, and the remaining provisions of this Agreement shall remain in effect.

11. Definitions.

¡°Affiliate¡± means any entity which directly or indirectly controls, is controlled by, or is under common control by either party. For purposes of the preceding sentence, ¡°control¡± means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

¡°Agreement¡±?means this End User Subscription Agreement, together with the SLA, Security Exhibit, Data Processing Exhibit, Business Associate Exhibit (if applicable), and any other exhibits, addenda, or attachments hereto, and any fully executed Order Form.

¡°Audit Reports¡± means the most recently completed security audit reports prepared by mini´«Ã½¡¯s independent third party auditor and other security relevant assessment reports for the applicable Service as identified in the Product Terms, which may be updated by mini´«Ã½ from time to time. No update will materially decrease the protections provided by the controls set forth in the applicable Audit Report during the Term.

¡°AUP¡±?means the acceptable use policy for the applicable Service located at /en-us/legal/universal-contract-terms-and-conditions/index.html, which also incorporates by reference acceptable use policies of applicable mini´«Ã½ Subprocessors.

¡°Authorized Parties¡± means Customer¡¯s or an Affiliate¡¯s Workers and third party providers who are authorized by Customer (a) in writing, (b) through the Service¡¯s security designation, or (c) by system integration or other data exchange process to access Customer¡¯s Instance or receive Customer Content.

¡°Claim¡± means a claim, demand, lawsuit or other legal proceeding brought against a party to this Agreement.

¡°Confidential Information¡± means (a) any software utilized by mini´«Ã½ in the provision of the Service and its respective source code; (b) Customer Content; (c) each party¡¯s business or technical information, including but not limited to the Documentation, training materials, any information relating to software plans, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how and other significant and valuable business information that would otherwise be considered to be trade secrets under Law, that is designated by the disclosing party as ¡°confidential¡± or ¡°proprietary¡± or the receiving party knows or should reasonably know is confidential or proprietary; and (d) the terms, conditions and pricing of this Agreement (but not its existence or parties). Confidential Information does not include any information that, without the Recipient¡¯s breach of an obligation owed to the Discloser: (1) is or becomes generally known to the public; (2) was known to Recipient prior to disclosure by Discloser; (3) was independently developed by Recipient; or (4) is received by Recipient from a third party. Customer Content will not be subject to the exclusions set forth in this definition.

¡°Contract Vehicle¡± means a consortium or government wide acquisition contract that mini´«Ã½ is either a party to directly, or which mini´«Ã½ has allowed Reseller to use to sell mini´«Ã½ Services, and, if applicable, has been incorporated in the Reseller Agreement.

¡°Customer Content¡± means electronic data or information submitted to the Service by Customer or Authorized Parties.

¡°Customer¡± means the entity identified in the applicable Order Form that is authorized to access and use the Service for its own internal business purposes as the ultimate end user. For clarity, ¡°Customer¡± refers solely to the end user of the Service and does not include any reseller, distributor, partner, agent, or other intermediary, unless expressly identified as the Customer in the applicable Order Form.

¡°Customer Input¡± means suggestions, enhancement requests, recommendations or other feedback provided by Customer, its users and/or Authorized Parties relating to the operation or functionality of the Service.?

¡°Data Processing Exhibit¡± or ¡°DPE¡± means the Universal Data Processing Exhibit located at?/en-us/legal/universal-contract-terms-and-conditions/index/exhibits.html, which may be updated by mini´«Ã½ from time to time to comply with applicable Data Protection Laws applicable to mini´«Ã½ as a Data Processor. No update will materially decrease mini´«Ã½¡¯s Data Processor obligations under the DPE.

¡°Documentation¡± means the current version of the mini´«Ã½ electronic Administrator Guide for the applicable Service application, which may be updated by mini´«Ã½ from time to time.?

¡°Enhanced Features¡± shall have the same meaning as set forth in the applicable Product Terms.

¡°Federal Customers¡±?means a Customer that is a US federal entity or a federal contractor.

¡°Improvements¡± means all improvements (including verification of such improvements), updates, enhancements (including Enhanced Features), error corrections, bug fixes, prevention of or addressing service or technical problems, release notes, upgrades and changes to the Service and Documentation, as developed by mini´«Ã½ and made generally available for Production use without a separate charge to Customers.

¡°Instance¡± means a unique instance of the Service, with a separate set of Customer Content held by mini´«Ã½ in a logically separated database (i.e., a database segregated through password-controlled access).

¡°Intellectual Property Rights¡± means any and all common law, statutory and other industrial property rights and intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honored or enforceable under any applicable laws anywhere in the world, and all moral rights related thereto.

¡°Law¡± means any local, state, national and/or foreign law, treaties, and/or regulations applicable to the respective party.

¡°Loss¡± means reasonable attorneys¡¯ fees and any damages or costs finally awarded or entered into in settlement of a Claim.

¡°Malicious Code¡± means viruses, worms, time bombs, Trojan horses and other malicious code, files, scripts, agents or programs.

¡°Non-mini´«Ã½ Content¡± means a third-party product, web-based, offline, mobile, or other software application functionality or other content that is provided by Customer or a third party and interoperates with a mini´«Ã½ Service application.

¡°Order Form¡±?means the commercial form that mini´«Ã½ uses to conduct its business in the customary course of its business or the equivalent document used by Reseller to convey the pricing and SKUs being purchased by Customer. An Order Form contains product or service descriptions, pricing, and other usage terms. Order Forms, as used in this EUSA, do not include the terms of any preprinted terms on a Customer purchase order or other terms on a purchase order that are additional or inconsistent with the terms of this Agreement.

¡°Personal Data¡± has the definition set forth in the DPE.

¡°Product Terms¡± means the product terms for a specific Service application as identified via URL in or attached to the subscription Order Form, which may be updated by mini´«Ã½ from time to time; provided that no update will materially decrease the applicable security and privacy commitments and any such changes will not become effective until 30 days after notice to Customer.

¡°Production¡± means the Customer¡¯s use of or mini´«Ã½¡¯s written verification of the availability of the Service (a) to administer its users (as identified in the applicable subscription Order Form); (b) to generate data for Customer¡¯s books/records; or (c) in any decision support capacity. Production does not include sandbox, preview, or implementation Instance.?

¡°Public Sector Customer¡± means a Customer that is a Federal Customer or that is any other governmental entity or public body in the United States, including (i) any state, territorial, county, municipal, or other local government entity; (ii) any department, agency, board, commission, or instrumentality thereof; (iii) any public institution of higher education or private university that accepts public funds; and (iv) any special district or other political subdivision, including public utilities, school districts, public development corporation or authority, transportation authorities, and similar governmental or quasi-governmental entities or authorities established pursuant to Law.

¡°Reseller¡± means the Contracting entity directly selling mini´«Ã½ Service to Customer.

¡°Reseller Agreement¡± means the contract between Reseller and Customer.

¡°Security Breach¡± means (a) any actual or reasonably suspected unauthorized use of, loss of, access to or disclosure of, Customer Content; provided that an incidental disclosure of Customer Content to an Authorized Party or mini´«Ã½, or incidental access to Customer Content by an Authorized Party or mini´«Ã½, where no reasonable suspicion exists that such disclosure or access involves theft, or is fraudulent, criminal or malicious in nature, shall not be considered a ¡°Security Breach¡± for purposes of this definition, unless such incidental disclosure or incidental access triggers a notification obligation under any Law; (b) any Personal Data Breach as defined in the DPE, and (c) any security breach (or substantially similar term) as defined by Law affecting Customer Content.

¡°Security Exhibit¡±?means the Universal Security Exhibit located at /en-us/legal/universal-contract-terms-and-conditions/index/exhibits.html, which may be updated by mini´«Ã½ from time to time. No update will materially decrease the protection provided by the controls set forth in the Security Exhibit.

¡°Service'' means the applicable mini´«Ã½ software-as-a-service application and Improvements (as described in the Documentation and Product Terms) as subscribed to under an Order Form. For purposes of clarification, Service excludes professional services, support services, training services, and Non-mini´«Ã½ Content.?

¡°Signature Document¡± means the document signed by the parties which lists all the terms and conditions forming part of this Agreement to which the parties agree to be bound.?

¡°SLA¡± means the Production Support and Service Level Availability Policy for the Service application(s) identified in the applicable Product Terms, which may be updated by mini´«Ã½ from time to time. No update will materially decrease mini´«Ã½¡¯s responsibilities under the SLA.?

¡°Subscription Fees¡± means all amounts invoiced and payable by Customer for the applicable Service under an Order Form.

¡°Taxes¡± means taxes, including local, state, provincial, federal or foreign taxes, withholding taxes, levies, duties or similar governmental assessments of any nature, including, but not limited to, value-added taxes, excise, use, goods and services taxes, consumption taxes or similar taxes.

Addendum A ¡ª Public Sector Terms.

The following terms solely apply to a Public Sector Customer.? In the event of a conflict between the EUSA, including any document incorporated by reference in the EUSA, and these Public Sector Terms, these Public Sector Terms shall apply.

1.?FOIA.?mini´«Ã½ acknowledges that Customer may be compelled to disclose certain mini´«Ã½ Confidential Information pursuant to the Federal Freedom of Information Act and/or any state equivalents or other applicable public disclosure Laws. A disclosure by the Customer of mini´«Ã½¡¯s Confidential Information to the extent required by Law shall not be considered a breach of the Agreement, provided the Customer promptly provides mini´«Ã½ with prior notice of such compelled disclosure (to the extent legally permitted), follows the process set forth in any applicable public records Law, and provides reasonable assistance, at mini´«Ã½¡¯s cost, if mini´«Ã½ wishes to contest the disclosure. Subject to the foregoing, in the event of any request by a government agency or law enforcement authority for access to Customer Content, mini´«Ã½ will seek to redirect the inquiry to Customer. In all such cases, mini´«Ã½ will take all reasonable and legally permissible measures to protect the Customer Content and to inform Customer of such demand.

2. ??FERPA. To the extent Customer is an educational institution subject to the Family Educational Rights and Privacy Act (¡°FERPA¡±) and determines that mini´«Ã½ is a School Official for purposes of 34 CFR ¡ì99.31(a)(1)(i)(B), mini´«Ã½ will comply with its obligations thereunder by complying with the terms of this Agreement and the DPE.

3. Federal Government End Use Provisions. mini´«Ã½ provides the pre-existing, commercial Service, including related software and technology, for federal government end use solely in accordance with the terms and conditions of this Agreement, and mini´«Ã½ provides only the technical data and rights as provided herein. If a government agency has a ¡°need for¡± rights not conveyed under these terms, it must negotiate with mini´«Ã½ to determine whether there are acceptable terms for transferring additional rights. A mutually acceptable addendum specifically conveying such rights must be executed by the parties in order to convey such rights beyond those set forth herein. For avoidance of doubt, mini´«Ã½ does not currently provide the Service for use in furtherance of a federal prime or subcontract.

4.?Applicability of Product Terms. The mini´«Ã½ Service is provided as described in the applicable Order Form and Product Terms used by mini´«Ã½ in its normal course of business. With regards to mini´«Ã½¡¯s obligations to Customer, the Product Terms applicable to a particular SKU are available here:?/en-us/legal/universal-contract-terms-and-conditions/index.html. Any terms and conditions in the Product Terms that require Customer to indemnify mini´«Ã½ or any third party or that are otherwise prohibited by Law shall not apply to Customer. The description of the Service in the Product Terms shall take precedence over any conflicting descriptions.

5. Governing Law; Venue. If Customer is:

a.?A Federal Customer, then this Agreement and any other ancillary agreement between the parties shall be governed and construed in accordance with U.S. federal law, and jurisdiction and venue shall be as required or permitted by federal law or regulation.

b.?A Public Sector Customer other than a Federal Customer, then this Agreement and any other ancillary agreement between the parties shall be governed and construed in accordance with the laws of such Customer¡¯s state, and jurisdiction and venue shall be as required by the laws of that state.

6.?Termination Rights by Law.?If Customer relies on funding which is allocated at the federal, state and/or local level to fund the Service in the Agreement, then the following shall apply:

Customer intends to continue the Agreement for its entire term and to satisfy its obligations thereunder. Customer will seek to obtain funding for each fiscal year of an Order Form. For each succeeding fiscal period: (a) Customer agrees to include in its budget request appropriations sufficient to cover Customer¡¯s obligations under the Agreement; (b) Customer agrees to use all lawful and reasonable means to secure appropriations; and (c) Customer agrees it will not use non-appropriations as a means of terminating the Agreement in order to acquire functionally equivalent products or services from a third party. If funds are not appropriated or otherwise made available to support continuation of performance in a subsequent fiscal period, Customer may terminate the impacted portion of an Order Form, in whole or in part. In accordance with the foregoing, Customer will give Reseller written notice thirty (30) days prior to the effective date of any such termination. All obligations of Customer to make payments after the termination date will cease and all mini´«Ã½ obligations to provide the Service will terminate. Notwithstanding the foregoing, Customer will pay for (i) the entire time period the Service was made available to Customer prior to Reseller¡¯s receipt of notice of termination for non-appropriation; and (ii) for all amounts and Service periods for which Customer has received services. Customer will not execute any Order Form unless funds have been appropriated for at least the first year¡¯s subscription fee. Upon termination, Customer will remit all amounts due, and all costs reasonably incurred up to the date of termination. Upon request by Reseller and/or mini´«Ã½, Customer will identify the extent to which funds have been allocated for individual Order Forms throughout the term of the Agreement.