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YSOFT SAFEQ CLOUD MANDATORY TERMS

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The below terms will apply to all agreements referring hereto, as it relates to resale of products, as provided from time to time by the respective Y Soft group company (“Products” and “Provider”) to the relevant reseller (“Reseller”), which is entering into the relevant agreement with the end customer (“Customer Agreement” and “Customer”). Such Products may include (i) proprietary software of Provider, and the software licensed to Provider by third parties, utilized by Provider in connection with Products or Services and includes all improvements (irrespective of who developed such improvements) to new versions or updates of, and modules added to, such software from time to time (“Software”); (ii) relevant services, including but not limited to the general operation of the relevant Product and support services (“Services”); and (iii) hardware equipment, including devices, terminals, card readers, appliances, and other tangible products, offered by Provider for purchase or use (“Hardware”). A combination of Products that Provider makes available to the Reseller from time to time shall be referred to as a “Solution”. 

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(1) Customer has obtained from Reseller the right to access and use the relevant Products or Solutions during the term, and subject to the terms and conditions, of the Customer Agreement(s). Customer acknowledges and agrees that: (i) Provider retains all right, title, and interest in and to the Products, Provider IP and all associated Products or other products and services of Provider, including all derivative works thereof, but excluding Data, as defined below, that at all times shall remain the property of the contributing Customer;  (ii) other than the right to access and use the any relevant Provider product subject to an executed Product Schedule during the term of the Customer Agreement, nothing contained in the Customer Agreement shall be construed as the grant of a license or other right by Provider or Reseller to Customer of the Provider IP, and all rights not expressly granted herein are reserved to Provider, Provider’s licensors and/or Reseller (as applicable); (iii) Customer may not resell any Products or Solutions; and (iv) Reseller and/or Provider may modify any Products or Solutions from time to time. “Provider IP” shall mean any proprietary patent, copyright, trade secret, trademark, service mark, logo, domain name, moral rights or other enforceable intellectual property rights (including rights in proprietary data bases and privacy rights, under Applicable Law pertaining to the Products and Solutions), such as proprietary patent, copyright, trade secret, trademark, service mark, logo, domain name, moral rights or other enforceable intellectual property rights (including rights in proprietary databases and privacy rights) under applicable law (“Intellectual Property”). 

(2) To the maximum extent permitted under applicable law, Customer agrees that it will not, and will not permit any of its affiliates permitted by the Customer Agreement (if applicable) to use the relevant Products or Solutions or any employee of Customer or one of Customer’s affiliates, or any other natural person, sole proprietorship, corporation, joint stock company, business trust, firm, joint venture, partnership, unincorporated organization, association, enterprise, limited liability company, limited liability partnership, public benefit corporation, trust or other legal entity or organization, or any government (whether federal, state, county, city, municipal or otherwise, including any instrumentality, division, agency, body, political subdivision or department thereof (“Person”) to: (a) modify, adapt, alter or translate any Product or Solution; (b) sublicense, lease, rent, loan, distribute, or otherwise transfer any Product or Solution, including Software, associated customer interfaces, and any related technology or services that Provider makes available to Reseller, and all updates and upgrades thereto, if any, to any other Person; or (c) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Provider IP or any Product or Solution.   

(3) Customer acknowledges and agrees that Reseller shall have (and may grant to Provider) the unrestricted right to use the Data provided by anyone to the Products or Solutions (a) for the purposes of providing the Product for use by Customer pursuant to the relevant Customer Agreement, including the sharing of such Data among users of such Customer; (b) for operational, administrative, internal reporting and billing purposes related to Customer’s use of the Product; and (c) alone or combined with other data, to create and disseminate trend analyses, statistical reports and similar information to facilitate or enhance the operation of the Product and other purposes, provided that such reports shall not publicly identify any individual Customer or publicly disclose individual Customer Data without the prior written consent of the applicable Customer supplying such Data. “Data” shall mean the data contained within the Product or Solution that is uploaded by a Customer or provided by such Customer for inclusion in the Product or Solution or generated by activity undertaken by any such Customer using a Product or Solution.  

(4) Customer acknowledges and agrees that neither Reseller nor Provider shall have any obligation to monitor or exert editorial control over any Data or any Customer’s use of any Product.  Reseller and Customer shall each notify Provider promptly upon becoming aware that any Data or use of Product is or is likely to (a) violate any terms of use of the Provider for such Product; (b) violate any applicable law, including fraud; (c) infringe on the Intellectual Property rights of any other third party; and/or (d) contain obscene, offensive, or unlawful materials, or any combination of the above (each, a “Prohibited Action”). In such event, and/or in the event Provider becomes aware of any Prohibited Action, Reseller and Customer each hereby grants to Provider, on behalf of itself and the applicable users, the right, but not the obligation, to (i) remove (or procure removal of) the violative Data and/or (ii) suspend or terminate (or procure the suspension or termination of) the relevant user’s or Customer’s right to use the relevant Product.  

Reseller and Customer each further agrees that Provider may, in its sole and absolute discretion, interrupt or suspend access to and use of any Product if necessary to: (i) prevent or protect against fraud, hacking or illegal conduct; (ii) rectify any equipment or software malfunctions as part of any emergency unscheduled maintenance; (iii) comply with applicable law, including the direction of a government authority or court, provided that prior written notice of any such interruption or suspension had been given by Provider to Reseller where practicable (together with any supporting documents as may be requested by Reseller in relation to the relevant applicable law(s)); or (iv) prevent infringement of the Intellectual Property rights of a third party.  

(5) Provider shall have no responsibility or liability for damages awarded against or incurred by Customer arising out of (i) Customer’s use of Product, (ii) the Data submitted within Product by any Person (including any Customer), or any dispute between Customer or its affiliate with Reseller or any other Customer or any other Person arising out of or related to a Product. Neither Provider nor Provider’s licensors shall be liable to Customer or any Person claiming on behalf of Customer for any general, special, direct, indirect, consequential, incidental or other damages arising out of or related to any Product or Solution. 

(6) Customer represents that: (i) neither Customer, nor any of its affiliates permitted to use any Product, is, or is owned or controlled by Persons that are (A) the subject of or in contravention of any economic or financial sanctions law and/or regulation, trade embargo, prohibition, restrictive measure, decision, executive orders or notices from any regulator implemented, adapted, imposed, administered, enacted and/or enforced by United States of America (including without limitation the U.S. Department of the Treasury’s Office of Foreign Assets Control and the U.S. Department of State), the United Nations, HM Treasury in the United Kingdom, the European Union and its member states, and any authority acting on behalf of any of them, including without limitation the Specially Designated Nationals List (”Sanctions Law”) or (B) located, organized or resident in a country or territory that is, or whose government is, the subject of or in contravention of Sanctions Law. This provision shall survive the expiration or termination of the Customer Agreement. 

(7) Notwithstanding any arbitral disputes mechanism set forth in the Customer Agreement, Provider reserves the right to apply to any court of competent jurisdiction to seek injunctive relief, as necessary, for a breach by Customer of any Provider use restrictions set out in the Customer Agreement, breach by Customer of confidentiality obligations with regard to Products and Solutions, or infringement by Customer of Provider IP. 

 (8) Customer agrees that Provider is an intended third-party beneficiary of, and entitled to rely on these terms, as incorporated into the Customer Agreement, and Provider shall have the right to directly enforce against any Customer any obligation of such Customer in respect of these terms under such Customer Agreement.