INTEGRATION APPLIANCE, INC.

MASTER SOFTWARE AND SERVICES AGREEMENT

1. Construction, Definitions.


1.1 Construction. This Master Software and Services Agreement, including Exhibit A (Local Terms) and the Cloud Services Addendum (as applicable) (the "Agreement") is between Integration Appliance, Inc. (“Intapp”) and the party identified on the Order and Sale Agreement (“OSA”), and its Affiliates (collectively “Customer”). This Agreement sets forth the terms and conditions governing each OSA and Statement of Work (“SOW”) Customer executes. Except and only to the extent that an OSA amends this Agreement by express reference (and then only as to such OSA), in the event of any conflict between the terms of this Agreement and any OSA or SOW, the following order of precedence applies: (1) Agreement, (2) OSA, (3) SOW.

1.2 Definitions.

1.2.1. "Affiliate" means an entity that is controlled by, or is under common control with, a party to this Agreement.

1.2.2. "Cloud Services" means the provision of hosted software applications for use by Customer. The Cloud Services are specified in an OSA.

1.2.3. "Customer Data" means any electronic data and information Customer uploads, stores or processes with the Software or Cloud Services (including any personally identifiable information). Customer Data is "Confidential Information." Intapp acquires no right, title or interest from Customer or Customer’s licensors under this Agreement in or to Customer Data.

1.2.4. "Designated Support Contacts" mean those individuals who have been trained in the use of the Software and Cloud Services (as applicable) who Customer has designated to coordinate all Support requests with Intapp.

1.2.5. "Documentation" means the documentation Intapp provides describing the functionality of the Software or Cloud Services. Intapp may update such Documentation from time to time.

1.2.6. "Effective Date" means the effective date set forth in the relevant OSA.

1.2.7. "Firm Size" means a metric set forth in the OSA used to measure Customer’s aggregate size to determine the corresponding pricing band for the Software or Cloud Services.

1.2.8. "Licensed Materials" means Software, Documentation and Deliverables.

1.2.9. "Services" has the meaning provided in Section 5.

1.2.10. "Software" means the software that is listed in an OSA (including Documentation).

1.2.11. "Support" means the services that Intapp provides as part of the subscription fee (i) as described in Sections 4.1 and 4.2 for the Software and (ii) as described in Section 4.1 and Section B.2 of the Cloud Services Addendum for the Cloud Services.

1.2.12. "Term" means then-current Initial Term (as defined below) or Renewal Term (as defined below), as applicable.

1.2.13. "Updates" mean revisions to the Software that Intapp provides to customers of the applicable product from time to time as part of Support.

2. Software.


2.1. License Grant. Subject to the terms and conditions of this Agreement, Intapp grants Customer and Customer’s Affiliates as of the Effective Date a nonexclusive, non-assignable, non-transferable (except as specified herein), revocable, non-sublicensable license to use the Software specified in the OSA during the Term, consistent with the scope set forth in the OSA, in executable form solely for Customer’s internal business purposes, and only for the purposes and number of authorized users or Firm Size specified in the OSA. Customer is entitled solely to non-exclusive use of the Licensed Materials under the terms and conditions of this Agreement.

2.2. License Restrictions. Without Intapp’s written consent, Customer will not: (i) make the Software available to third parties, (ii) use the Software on behalf of third parties (including through file sharing, hosting, application services provider, service bureau or any other type of service); (iii) modify the Software’s code; (iv) disassemble, decompile or reverse engineer the Software except to the extent permitted by applicable law; or (v) use development or beta versions of the Software in production.

2.3. Intellectual Property Rights. Customer acknowledges that there is no transfer of title or ownership of the Licensed Materials to Customer. Customer hereby acknowledges and agrees that title to the Licensed Materials and any copies, modifications, alterations or derivative works thereof, and title to any existing or future copyrights, trade secrets, and other proprietary rights embodied therein shall vest and remain exclusively with Intapp and the third-party owners thereof. Customer will not delete or alter any proprietary notices in any Licensed Materials.

2.4. No Implied Licenses. Except as otherwise set forth in this Agreement, Intapp grants no other licenses under its intellectual property rights to Customer.

3. Cloud Services.


3.1. Generally. Subject to the terms and conditions of this Agreement, Intapp provides to Customer and Customer’s Affiliates as of the Effective Date the right to use the Cloud Services specified in the OSA during the Term, consistent with the scope set forth in the OSA solely for Customer’s internal business purposes, and only for the purposes and number of authorized users or Firm Size specified in the OSA. Customer is entitled solely to non-exclusive use of the Documentation for the Cloud Services under the terms and conditions of this Agreement.

3.2. Restrictions. Without Intapp’s written consent, Customer will not: (i) make the Cloud Services available to third parties, or (ii) use the Cloud Services on behalf of third parties (including through file sharing, hosting, application services provider, service bureau or any other type of service).

3.3. No Implied Licenses. Intapp grants no other licenses under its intellectual property rights in the Cloud Services to Customer.

4. Support.


4.1. Generally.

4.1.1. Support Contacts. Customer will identify in writing up to two Designated Support Contacts to coordinate all Support requests. Customer’s Designated Support Contacts can obtain Support by calling Intapp’s Support line during Intapp’s Support Hours (as defined in Exhibit A), by sending an email to Intapp’s Support email address (support@intapp.com), or by logging a case through Intapp’s customer Support portal. Customer must provide Intapp with such information as is requested by Intapp that is reasonably available to Customer and that is reasonably necessary to Intapp for reproducing Customer’s reported problems. Intapp will use reasonable efforts to respond to Support requests within two business hours.

4.1.2. Application Data. “Application Data” are data Intapp collects regarding the use and performance of the Software or Cloud Services which Intapp, its Affiliates and contractors may use for the purposes of enhancing the Software or Cloud Services and providing Support. Application Data does not include Customer Data. Cloud Services and some Software will automatically communicate Application Data to Intapp, provided that Customer may prevent the communication of Application Data from Software by either disabling the feature in the Software or electing not to establish a connection with the Intapp server. If Customer has a connection with the Intapp server and does not disable this feature, or if Customer is using Cloud Services or Software applications for mobile devices, Intapp will collect Application Data.

4.1.3. Exclusions. Intapp will not be responsible for any problem with the Software or Cloud Services to the extent such problem was caused by an Exclusion. An “Exclusion” means (i) use of the Software or Cloud Services in breach of the Agreement or applicable law; (ii) software or hardware Intapp has not provided (for example, problems caused by operating system or database software); (iii) Customer Data; (iv) use of the Software or Cloud Services not according to applicable Documentation; or (v) in the case of Software, Customer’s failure to install Updates. Intapp reserves the right to charge for support on a time-and-materials basis for problems that were caused by an Exclusion.

4.2. Support for Software.

4.2.1. Interpretation. For clarification, this Section 4.2 shall apply only to Software. Support for Cloud Services is provided subject to Section 4.1 above and Section B of the Cloud Services Addendum.

4.2.2. Releases Supported. Intapp will provide Support for the then-current Update of the Software and for the longer of (i) the two most recent prior Updates, or (ii) 12 months from Intapp’s release date of the then-current Update (each a “Supported Release”).

4.2.3. Updates to the Software. Intapp will use reasonable efforts to correct reported reproducible failures of Supported Releases of the Software to conform to its Documentation by periodically making Updates available to Customer during the Term. If Customer maintains a connection to Intapp servers, Intapp may deliver Updates automatically; provided, however, that Updates for mobile device applications are always delivered automatically. For Updates that are not delivered automatically, Customer is responsible for downloading, installing and configuring Updates. At Customer’s option, Customer may purchase Integration Services (as defined below) to assist with installing or configuring Updates. If Customer fails to install Updates in accordance with this section and is no longer operating a Supported Release, Intapp may at its option discontinue or separately charge for Support on a time-and-materials basis. If Intapp elects to charge separately for support pursuant to this Section, Intapp will inform Customer in advance of the charges related to such Support and will not deliver such Support services until Customer provides Intapp its written consent. If an Update contains third-party materials, Intapp reserves the right to modify the license terms with respect to such third-party materials upon written notice to Customer, provided that such modified license terms apply only upon installation of the Update. If Customer objects to the modified terms, Customer may defer installation of the Update (provided that (i) Customer must remain on a Supported Release to receive Support) and (ii) Updates for mobile applications are provided automatically).

5. Services.

At Customer’s request, Intapp will provide services to Customer which may include (i) on-site or off-site consultation, assessment and technical services to assist with system conversion, integration and updating; (ii) creation of scripts, utilities and processes to assist with implementation or updating of the Software; (iii) assistance with transition to the use of the Software or Cloud Services, or (iv) training (singularly and collectively, “Services”). The OSA or SOW will identify the Services that Intapp provides, and the fees charged. Any deliverables Intapp is to provide as part of such Services will be identified in the applicable OSA or SOW (“Deliverables”).

6. Term and Termination.


6.1. Term. This Agreement commences on the Effective Date of the initial OSA and shall continue in effect until the expiration or termination of all OSAs hereunder. Except as otherwise provided in an OSA, each OSA commences on its Effective Date and continues for a period of one year (the “Initial Term”). Except as otherwise provided in an OSA, each OSA automatically renews for successive one year terms (each a “Renewal Term”) at Intapp’s then-current pricing for the year in which the Renewal Term commences unless (i) Customer provides Intapp with written notice no less than 30 days prior to expiration of the then-current Term that it is not renewing the OSA, (ii) Intapp provides Customer with written notice no less than 90 days prior to the expiration of the then-current Term that it is not renewing the OSA, (iii) the OSA is terminated for cause as provided in Section 6.2; or (iv) the OSA is terminated as provided elsewhere in the Agreement.

6.2. Termination for Cause. Either party may terminate an OSA if the other party materially breaches any obligation under that OSA, provided the non-breaching party gives the other party written notice describing the breach with reasonable specificity, and the breaching party has not cured the breach, if such breach is capable of cure, within 30 days of receipt of such notice.

6.3. Effect of Non-Renewal or Termination. Upon the non-renewal, termination or cancellation of an OSA, Intapp’s obligation to provide Services or Support, and all rights to use Cloud Services and licenses to all Software, cease as of the effective date of the non-renewal, termination or cancellation. If an OSA is terminated for Customer’s breach, then in addition to other obligations set forth in this Agreement, Customer will immediately pay Intapp all amounts due for the then-current Term.

7. Payments; Expenses; Adjustments.


7.1. Fees and Taxes. Fees due for Software, Cloud Services and any Services are specified in the applicable OSA. Fees do not include any taxes, levies, duties or similar governmental assessments of any nature including, for example, value-added, sales, use or withholding taxes assessable by any jurisdiction (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with fees related to this Agreement, and will not reduce any fees due to Intapp by any Taxes Customer is obligated to pay or withhold. If Intapp has the legal obligation to pay or collect Taxes for which Customer is responsible, Intapp will invoice Customer and Customer will promptly pay that amount unless Customer provides Intapp with a valid tax exemption certificate authorized by the appropriate taxing authority.

7.2. Payments. Customer will pay all amounts due (that have not been disputed as provided below) within 30 days of the applicable invoice or due date specified in the relevant OSA or Statement of Work. Intapp may assess interest at the rate of one percent per month for any amounts not paid when due (unless such amounts have been disputed as provided below). Intapp will send Customer notice for any Renewal Term and its corresponding fees approximately 90 days prior to the end of the then-current Term. Customer is responsible for providing Intapp with complete and accurate billing and contact information and notifying Intapp of any changes to such information. If Customer disputes any amount otherwise due in accordance with this Section 7.2, Customer will provide written notice detailing the reasons for such dispute prior to the due date and will pay any amount(s) not disputed when due.

7.3. Fee Adjustments. If the Cloud Services are provided or the Software is licensed based upon a count of authorized users or Firm Size, Customer will provide to Intapp an annual update to such authorized user counts or Firm Size for Customer and its Affiliates on or before the beginning of each Renewal Term. Intapp reserves the right to charge additional fees arising from any increase in the number of authorized users or Firm Size over the prior Term’s authorized user count or Firm Size. If Customer merges with or acquires another firm, Intapp will, upon closing, have the right to adjust fees based on the new user counts or Firm Size for the remainder of the then-current Term to reflect the newly-merged entity and will invoice Customer accordingly.

8. Warranties.


8.1. Software and Cloud Services Warranty.

8.1.1. Intapp warrants that the Software and Cloud Services will conform to the Documentation in all material respects during the Term. Intapp will use commercially reasonable efforts to correct any failure in the Software or Cloud Services to conform to its Documentation during the Term. If the Software or Cloud Services fail to conform in all material respects to its Documentation and Intapp does not remedy such failure within 30 days after receiving written notice specifying the failure in reasonable detail then, as Customer’s sole and exclusive remedy, Customer may terminate the applicable OSA with respect to the Software or Cloud Services, and (i) if Customer gives such notice within 90 days of (a) with respect to the Software, the date of first delivery of the Software to Customer, or (b) with respect to Cloud Services, the date that access to the Cloud Services is made available to Customer, then Intapp will promptly refund all fees paid for the non-conforming Software or Cloud Services; or (ii) if Customer gives such notice after 90 days from the first delivery of the Software or access to the Cloud Services, Intapp will promptly refund a pro rata portion of the fees equal to the proportion of time remaining in the then-current Initial Term or Renewal Term, as applicable, for the Software or Cloud Services. The foregoing are the Customer’s sole and exclusive remedies for the failure of the Software or Cloud Services to conform to the applicable warranty.

8.1.2. Intapp will not be responsible to the extent the Software or Cloud Services fail to conform in all material respects to its Documentation due to an Exclusion.

8.2. Services Warranty. Intapp warrants that the Services will, when provided, conform in all material respects to the specifications expressly stated in the applicable SOW. If the Services do not materially conform to such specifications, Customer will notify Intapp in writing within 30 days of the completion of such Services specifying the failure in reasonable detail. If Intapp is unable to correct such failure within 30 days from receipt of notice, either party may terminate the SOW and Intapp will refund all fees paid for the defective Services upon Customer’s return or destruction (at Intapp’s discretion) of all Deliverables provided (if any). The foregoing are the Customer’s sole and exclusive remedies for the failure of Services to conform to the applicable warranty. Intapp will not be responsible to the extent the Services fail to conform in all material respects to the SOW due to an Exclusion.

8.3. No Other Warranties. Except as otherwise expressly set forth in this Agreement and to the maximum extent permitted by applicable law, Intapp, and its suppliers and licensors, offer no other warranties, express or implied, including any implied warranties and conditions of merchantability, quality, fitness for a particular purpose, non-infringement, and any warranties and conditions arising out of course of dealing or custom or usage of the trade.

8.4. Data Backup. Customer is responsible for all back-up of its files and data for the Software.

9. Infringement Indemnifications.


9.1. Subject to Section 9.3, Intapp will defend, indemnify and hold Customer harmless against any claim, suit, action or proceeding brought against Customer by an unaffiliated third party (each, an "Action") and any resulting losses, damages, liabilities, settlement, costs, or expenses (including reasonable legal expenses and the expenses of other professionals), actually paid to an unaffiliated third party, to the extent that the Action is based upon a claim that the Cloud Services or unmodified Software infringe the third party's intellectual property rights.

9.2. If, in Intapp's opinion, the Cloud Services or any of the Software may become the subject of an Action, Intapp may at its election and expense: (i) procure for Customer the right to continue using the Cloud Services or Software, (ii) replace or modify the Cloud Services or Software so that it becomes non-infringing, or (iii) terminate the OSA and provide a pro-rata refund of the fee equal to the proportion of time remaining in the then-current Term.

9.3. Customer will notify Intapp promptly upon becoming aware of any Action and give Intapp sole control and authority to defend and settle any Action (provided, however, that Intapp will not enter into any settlement or compromise that admits liability on Customer’s behalf without Customer’s prior written consent). Intapp will not be obligated to indemnify Customer pursuant to Section 9.1 to the extent Intapp is prejudiced by (i) Customer’s failure to give Intapp sole control and authority to defend any Action, or (ii) Customer’s delay in notifying Intapp of an Action. Customer will provide Intapp reasonable assistance and information to defend such Action. Intapp has no obligation under this Section 9 for Actions to the extent based upon, use of the Software or Cloud Services in violation of this Agreement, Customer Data, combinations of Software or Cloud Services with software or hardware not required for use of the Software or Cloud Services in accordance with its Documentation, or to the extent Customer continues the allegedly infringing activity after being notified of modifications that would have avoided the alleged infringement. This Section 9 states Customer’s entire remedy and Intapp's entire liability for any claim of intellectual property infringement.

10. Liability.


10.1. Limitation of Liability. Except for:

(i) death or bodily injury resulting from a party’s negligence,
(ii) the indemnities set forth in Section 9 and Section E of the Cloud Services Addendum,
(iii) breaches of Section 2.1,and
(iv) as otherwise provided in Section D.3 of the Cloud Services Addendum,

Intapp’s (and its Affiliates’, licensors’ and suppliers’) and Customer’s total liability, whether in contract, tort, negligence, strict liability or by statute or otherwise, arising out of or relating to the formation or performance of each OSA, will be limited to (a) with respect to breaches of Section 11.2 (Confidentiality), an amount equal to two times the amounts paid or payable to Intapp for the Software or Cloud Services during the Initial Term or Renewal Term, as applicable, in which such breach occurred; and (b) for all other claims, to the amounts paid or payable to Intapp for the Software or Cloud Services to which the claim relates during the Initial Term or Renewal Term, as applicable, in which such breach occurred.

10.2. Exclusion of Certain Damages. Subject in all respects to the limitations set forth in Section 10.1, except for breaches of Section 11.2 (Confidentiality), in no event will either party be liable to the other, whether in contract, tort, negligence, strict liability or by statute or otherwise, for any indirect, special, incidental, exemplary, or consequential damages (including without limitation, damages for loss of profits, loss of business, loss of use, or interruption of business), or for the cost of procuring substitute products or services, arising out of or relating to formation or performance of this Agreement, even if the parties have been advised of the possibility of such loss or damage.

10.3. General. The limitations of liability are cumulative and not per incident and include any refunds paid hereunder. The foregoing limitations will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose. Each party is responsible and liable for the actions and omissions of its Affiliates, consultants, agents and subcontractors related to this Agreement.

11. General Terms.


11.1. Assignment. Neither party may assign or transfer this Agreement, the Cloud Services or Software, or any rights granted hereunder, by operation of law or otherwise, to any third party without the other party’s prior written consent, except to a successor in interest by virtue of a merger, acquisition or sale of all or substantially all of such party's assets. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns. Any assignment in violation of this Section 11.1 is voidable at the option of the non-assigning party.

11.2. Confidentiality. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s Cloud Services, Software, technology, clients, or business (hereinafter referred to as “Confidential Information”). The Receiving Party will: (i) not disclose Confidential Information to a third party except in accordance with or to fulfill its obligations under this Agreement, provided that such third parties are bound by written confidentiality obligations at least as protective as those contained herein (“Authorized Third Parties”), (ii) use Confidential Information only as necessary to fulfill its obligations under this Agreement, (iii) give access to such Confidential Information solely to those employees and Authorized Third Parties with a need to have such access for purposes of this Agreement, and (iv) take the same security precautions to protect against the unauthorized disclosure or use of such Confidential Information that the party takes with its own confidential or proprietary information, but in no event will a party apply less than reasonable precautions to protect such Confidential Information. The foregoing will not apply with respect to any information that the Receiving Party can document (w) was or becomes generally available to the public without any action by, or involvement of, the Receiving Party or its Affiliates or Authorized Third Parties, (x) was in its possession or known by the Receiving Party without restriction prior to receipt from the Disclosing Party, (y) was rightfully disclosed to the Receiving Party without restriction by a third party, or (z) was independently developed by or for the Receiving Party without use of or access to any Proprietary Information. Nothing in this Agreement will prevent the Receiving Party from disclosing the Confidential Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order except as prohibited by law. Upon expiration or termination of an OSA, Customer will return to Intapp or destroy (and certify such destruction) all copies of the Licensed Materials provided pursuant to such OSA. Upon expiration or termination of the Agreement, or at such earlier time as requested by the Disclosing Party, the Receiving Party will return to Disclosing Party or destroy (and certify such destruction) all copies of the Disclosing Party’s Confidential Information.

11.3. Notices. All notices will be in writing and delivered in person, by overnight delivery service or certified mail and are effective upon receipt.

11.4. Force Majeure. Except for the obligation to pay fees as and when due, neither party shall be responsible for delays beyond its reasonable control.

11.5. Export Controls. Customer will not use or disclose the Cloud Services or Licensed Materials in such a way that would cause Intapp to be in violation of applicable U.S. export control laws.

11.6. Waiver, Severability, Survival. Either party’s waiver of, or failure to exercise, any right provided for herein will not be deemed a waiver of any further or future right under this Agreement. This Agreement may not be amended except by a written agreement. If any term of this Agreement is held to be unenforceable or invalid, that term will be enforced to the maximum extent possible and the other terms will remain in full force and effect. Sections 2.3, 2.4, 6.3, 7.1, 7.2, 8.3, 8.4, 9, 10 and 11 survive the expiration, termination, or cancellation of this Agreement.

11.7. Attorneys’ Fees. In the event either party commences any action or proceeding under this Agreement to enforce any right or remedy hereunder, the prevailing party shall be entitled to recover its reasonable costs and attorneys’ fees.

11.8. Headings. The headings used in this Agreement are for convenience of reference only and are not to be construed in any way as material terms or be used to interpret the provisions of this Agreement or any Addenda or Work Orders.

11.9. Entire Agreement, Counterparts. This Agreement constitutes the entire agreement with respect to the subject matter contained herein and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter (including any purchase orders and non-disclosure agreements). Any terms or conditions proposed by Customer, whether written or oral, that add to, vary from, or conflict with these terms and conditions shall be deemed null and void. The parties agree that this Agreement may only be modified by a written amendment signed by both parties that expressly amends the terms contained herein. This Agreement may be executed in multiple counterparts, which together will constitute one and the same instrument.

Exhibit A


Local Terms and Conditions


A. If Customer’s address (as set forth in the OSA) is in North America, or in any country other than the United Kingdom, Australia or an European Union member state, this Section A applies.

1. Definitions


1.1. "Support Hours" means 09:00 – 18:00 weekdays in the U.S. time zone that Customer designates in writing to Intapp, excluding U.S. federal holidays. If Customer has subscribed to a premium Support level, after-hours Support will be available as provided in the applicable OSA. Customer may change the time zone designation from time-to-time by providing reasonable written notice to Intapp.

1.2. "Support Telephone" is 855.470.0705.

2. Governing Law.

This Agreement is governed by the laws of California, excluding its conflicts of law principles. The parties agree that neither the Uniform Computer Information Transaction Act nor the U.N. Convention on Contracts for the International Sale of Goods applies.

3. Dispute Resolution.


3.1.The parties will submit any dispute between them arising out of or relating to formation or performance of this Agreement to binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures then in effect. The arbitration will be conducted in San Francisco, California in the English language before a single arbitrator who possesses expertise in the subject matter of the dispute. The arbitrator is not authorized to award punitive or other damages expressly limited and excluded in this Agreement, and the parties waive any award to the extent that such damages are not authorized. Any award issuing in the arbitration is final and binding and may be enforced in any court of competent jurisdiction.

3.2. The parties will keep confidential the arbitration proceedings and arbitration award, except as is otherwise required by court order or as is necessary to confirm, vacate or enforce the award, and for disclosure in confidence to the parties’ respective attorneys, tax advisors and senior management.

3.3. Notwithstanding Section 3.1, either party may seek injunctive or provisional relief at any time in any court of competent jurisdiction. The arbitrator is not vested with the authority to determine either party's rights under this Section 3.3.

4. Survival.


Sections 2 and 3 of this Section A survive the expiration, termination, or cancellation of this Agreement.

B. If Customer’s address (as set forth in the OSA) is in Australia, this Section B applies.

1. Definitions:


1.1. "Support Hours" means 09:00 – 18:00 weekdays Sydney time, excluding Australian bank holidays. If Customer has subscribed to a premium Support level, after-hours Support will be available as provided in the applicable OSA.

1.2. "Support Telephone" is +611 800.897.052.

2. Law.


This Agreement is governed by the laws of New South Wales, Australia, excluding its conflicts of law principles. The parties agree that the U.N. Convention on Contracts for the International Sale of Goods will not apply.

3. Dispute Resolution.


3.1. The parties will submit any dispute between them arising out of or relating to formation or performance of this Agreement to binding arbitration conducted before the Australian Centre for International Commercial Arbitration under its ACICA Arbitration Rules then in effect (the “Rules”). The arbitration will be conducted in Sydney, Australia in the English language before a single arbitrator who possesses expertise in the subject matter of the dispute. The arbitrator will make an award on the dispute within 90 days after the closing of the hearing as set forth in Rule 35. The arbitrator is not authorized to award punitive or other damages expressly limited and excluded in this Agreement, and the parties waive any award to the extent that such damages are not authorized. Any award issuing in the arbitration is final and binding and may be enforced in any court of competent jurisdiction.

3.2. The parties will keep confidential the arbitration proceedings and arbitration award, except as is otherwise required by court order or as is necessary to confirm, vacate or enforce the award, and for disclosure in confidence to the parties’ respective attorneys, tax advisors and senior management.

3.3. Notwithstanding Section 3.1, either party may seek injunctive or provisional relief at any time in any court of competent jurisdiction. The arbitrator is not vested with the authority to determine either party's rights under this Section 3.3.

4. Survival.


Sections 2 and 3 of this Section B survive the expiration, termination, or cancellation of this Agreement.

C. If Customer’s address (as set forth in the OSA) is in the United Kingdom or the European Union, this Section C applies.

1. Definitions:


1.1. "Support Hours" means 09:00 – 18:00 weekdays London time, excluding U.K. bank holidays. Customer may, at its option, subscribe to a premium Support level in which event after-hours Support will be available as provided in the applicable OSA.

1.2. "Support Telephone" is +44 800.011.3446.

2. Rights of Third Parties.


Except as otherwise expressly stated, this Agreement and any OSAs and SOWs do not confer any rights on any person or party (other than the parties to this Agreement) pursuant to the Contracts (Rights of Third Parties) Act 1999.

3. Indemnification.


The parties agree that the Transfer of Undertakings (Protection of Employment) Regulations 2013 (the “Transfer Regulations”) do not apply, and accordingly it is further agreed that none of Customer’s employees or employees of Customer’s Affiliates, or contractors or consultants, transfer into Intapp’s employment under the Transfer Regulations or otherwise. Notwithstanding the foregoing, Customer will defend, indemnify and hold Intapp harmless from and against any and all claims arising out of or relating to any contract of employment (including the termination thereof), or any obligation in relation to any matter whatsoever relating to, any of Customer’s or Customer’s Affiliates’ former or existing employees, or any of their contractors or consultants, or any person alleging to be such an employee and whose contract or obligation is transferred to the Intapp under the Transfer Regulations or is alleged to have been so transferred.

4. Law.


This Agreement is governed by the laws of England and Wales, excluding its conflicts of law principles. The parties agree that the U.N. Convention on Contracts for the International Sale of Goods will not apply.

5. Disputes


5.1. The parties will submit any dispute between them arising out of or relating to formation or performance of this Agreement to binding arbitration conducted before the International Centre for Dispute Resolution under its International Dispute Resolution Procedures (Including Mediation and Arbitration Rules) (the “Rules”) then in effect. The arbitration will be conducted in London, England in the English language before a single arbitrator who possesses expertise in the subject matter of the dispute. The arbitrator will make an award on the dispute within 90 days after the closing of the hearing as set forth in Article 27. The arbitrator is not authorized to award punitive or other damages expressly limited and excluded in this Agreement, and the parties waive any award to the extent that such damages are not authorized. Any award issuing in the arbitration is final and binding and may be enforced in any court of competent jurisdiction.

5.2. The parties will keep confidential the arbitration proceedings and arbitration award, except as is otherwise required by court order or as is necessary to confirm, vacate or enforce the award, and for disclosure in confidence to the parties’ respective attorneys, tax advisors and senior management.

5.3. Notwithstanding Section 5.1, either party may seek injunctive or provisional relief at any time in any court of competent jurisdiction. The arbitrator is not vested with the authority to determine either party's rights under this Section 5.3.

5.4. Survival. Sections 2, 3, 4 and 5 of this Section C survive the expiration, termination, or cancellation of this Agreement.

Intapp Cloud Services Addendum


A. Interpretation


1. General. This Intapp Cloud Services Addendum (the "Addendum") sets forth the additional terms and conditions that apply to Customer’s subscription to Cloud Services.

2. Definitions

"Malicious Code" means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

B. Availability and Support


1. Availability. Intapp will use commercially reasonable efforts to make Cloud Services available 24 hours a day, 7 days a week, except for: (i) planned downtime as notified to users in advance, and (ii) any unavailability caused by circumstances beyond Intapp's reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike, Internet or cloud platform service provider failure or delay, software or hardware not provided by Intapp, or denial of service attack. If Customer subscribes to one of Intapp’s premium Support offerings, then Intapp will, as part of such premium Support offering, also comply with the Availability Schedule attached to and made part of this Addendum with respect to Cloud Services.

2. Support. Intapp will provide Support for the then-current version of the Cloud Services as set out in Section 4.1 of the Agreement and subject to the Cloud Services Support terms then in effect set out at https://www.intapp.com/maintenance/). Intapp will use reasonable efforts to correct reported reproducible failures of the Cloud Services to conform to the Documentation by periodically automatically implementing Updates to the Cloud Services during the Term.

C. Customer Data


1. Location of Customer Data. Except as may be otherwise expressly provided in the applicable OSA: (i) if Customer’s address (as set forth in the OSA) is in Europe (including the United Kingdom), Customer Data will be stored at rest in Europe, and (ii) if Customer’s address (as set forth in applicable OSA) is outside of Europe, Customer Data will be stored at rest in North America.

2. Data Retention. Unless Customer specifies otherwise, Intapp will retain Customer Data stored in a limited functional instance for 90 days after expiration, cancellation or termination of the applicable OSA. During such time period Intapp will make Customer Data available for download. After the 90-day retention period ends, Intapp will disable Customer’s instance and delete Customer Data.

3. Erasure of Data. If a person whose identify is included in Customer Data (a “Data Subject”) requests or requires deletion of such data, Customer assumes the responsibility for deleting the data pertaining to the Data Subject, including data persisting in Customer’s instance and in any back-up or archived copies of Customer’s instance.

D. Intapp's Responsibilities


1. Protection of Customer Data. Intapp will document and maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer’s Confidential Information, including Customer Data. Those safeguards include, but are not limited to, measures for preventing access to or use, modification or disclosure of Customer Data by Intapp personnel (including contractors) except (i) to provide the Cloud Services and to prevent or address service or technical problems, (ii) as compelled by law in accordance with the confidentiality provisions set forth in the Agreement, or (iii) as Customer expressly permits in writing. While Intapp is providing the Cloud Services, Customer may direct any questions about Intapp’s responsibilities with respect to Customer Data to the Intapp Support desk.

2. Obligations Intapp Assumes as a Data Processor. In addition to the obligations assumed in Section D.1 regarding data protection, if Customer Data includes “Personal Data” (as defined in, and which Personal Data is subject to, EU General Data Protection Regulation (Regulation (EU) 2016/679) or other EU or member state laws (“EU Data Privacy Law”)), this Section D.2 applies. Capitalized terms not otherwise defined in the Agreement or this Addendum shall have the meanings provided in EU Data Privacy Law. Intapp agrees that it will:

2.1. only act on Customer’s documented instructions;

2.2. impose confidentiality obligations on all personnel who process Customer Data;

2.3. abide by any agreed restrictions regarding appointment of sub-processors;

2.4. taking into account the nature of the processing, assist Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the controller’s obligation to respond to requests for the exercise of Data Subjects’ rights;

2.5. assist Customer in obtaining approval from Data Protection Authorities where required;

2.6. notify Customer promptly in the event of unauthorized access to or use of Customer Data;

2.7. inform Customer promptly if Intapp believes that Customer’s instructions conflict with the requirements of EU Data Privacy Law;

2.8. keep records of its processing activities performed on Customer’s behalf, including (i) the categories of processing activities performed; (ii) information regarding transfers of Customer Data outside of Switzerland or the European Economic Area (as defined in the EEA Agreement of 1992, as amended); and (iii) a general description of the security measures implemented in respect of Intapp’s processing of Customer Data; and

2.9. provide Customer with all information required to demonstrate compliance with EU Data Privacy Laws.

3. Indemnification. Intapp will defend, indemnify and hold Customer harmless against any claim, suit, action or proceeding brought against Customer by an unaffiliated third party (each, a "Data Breach Claim") and any resulting fines, losses, damages, liabilities, settlement, costs, or expenses (including reasonable notification costs), actually paid to an unaffiliated third party, to the extent that the Data Breach Claim arises from Intapp’s breach of Section D of this Addendum. Notwithstanding Section 10.1 of the Agreement, in no event will Intapp’s indemnification obligation under this section exceed an amount equal to two times the amounts paid or payable to Intapp for the Cloud Services during the Initial Term or Renewal Term, as applicable, in which such breach occurred. This section states Customer’s entire remedy and Intapp's entire liability for Intapp’s breach of Section D.

E. Customer's Responsibilities and Restrictions


1. Customer’s Responsibilities. Customer is responsible for complying with applicable law in the collection and maintenance of any personal data contained in Customer Data, including, but not limited to, establishing a lawful basis for the processing of the personal data of Data Subjects. Customer will use commercially reasonable efforts to prevent the unauthorized (i) use of the Cloud Services by Customer employees or contractors, and (ii) use of access credentials for the Cloud Services issued to Customer. Customer will notify Intapp promptly of any unauthorized access to or use of the Cloud Services. Customer will not permit direct or indirect access to or use of any Cloud Services in a way that circumvents a usage limit set forth on the OSA.

2. Indemnification. Customer agrees to indemnify, defend and hold harmless Intapp and its suppliers against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees), as incurred, in connection with any third party claim or action to the extent that such claim or action arises from Customer Data in relation to Customer’s use of the Cloud Services, including, but not limited to, claims involving rights to or content of Customer Data, claims by Data Subjects, and claims arising out of or relating to Customer’s collection of Customer Data.

F. General


1. Indemnification Procedure. When a party (the “Indemnified Party”) seeks indemnification pursuant to this Addendum, the Indemnified Party will notify the indemnifying party (the “Indemnifying Party”) promptly upon becoming aware of a covered claim and give the Indemnifying Party sole control and authority to defend such claim (provided, however, that the Indemnifying Party will not enter into any settlement or compromise that admits liability on the Indemnified Party’s behalf without the Indemnified Party’s prior written consent). The Indemnifying Party will not be obligated to indemnify the Indemnified Party pursuant to this Addendum to the extent the Indemnifying Party is prejudiced by (i) the Indemnified Party’s failure to give the Indemnifying Party sole control and authority to defend the claim, or (ii) the Indemnified Party’s delay in notifying the Indemnifying Party of a claim. The Indemnified Party will provide the Indemnifying Party reasonable assistance and information to defend such claim.

2. Survival. In addition to those provisions of the Agreement that survive the expiration or termination of the Agreement set forth in Section 11.6, Sections C.3, D.3 and E.2 survive the expiration or termination of the OSA under which Customer has subscribed to Cloud Services.

Availability Schedule


1. General.


This Schedule applies only if Customer has purchased premium Support as set forth in the applicable OSA.

2. Definitions


2.1 “Availability Percentage” means the percentage of time within a given calendar month in which a Cloud Service is Available, and is computed using the following formula:

Availability Percentage = (Maximum Availability – Downtime) ÷ Maximum Availability x 100

2.2 “Available” means Customer is able to log into a Cloud Service and use that Cloud Service in accordance with the applicable Documentation. For the avoidance of doubt, a Cloud Service is Available notwithstanding that performance of the Cloud Service may be degraded or accessible only with the use of a workaround.

2.3 “Downtime” means amount of time in which a Cloud Service is not Available, beginning when Customer notifies Intapp that a Cloud Service is not Available, and ending the earliest of when Customer is able to log into the Cloud Service, when the Intapp status page for the Cloud Service shows the Cloud Service is available, or when Intapp notifies Customer that the Cloud Service is Available in the support case system.

2.4 “Emergency Maintenance” means unplanned maintenance in response to specific events that can or will adversely impact the Cloud Service, including, but not limited to, security-related updates or high priority vendor-provided patches. Intapp will use reasonable efforts to notify Customer of Emergency Maintenance as soon as possible.

2.5 “Force Majeure Event” means from any cause beyond Intapp’s reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

2.6 “Maximum Availability” means the total number of minutes in a calendar month.

2.7 “Monthly Fees” means the annual fee paid for the Cloud Services divided by the number of months in the then-current Term.

2.8 “Scheduled Maintenance” means routine maintenance. Intapp will notify Customer of Scheduled Maintenance for the applicable Cloud Services in accordance with the maintenance schedule at status.my.intapp.com.

2.9 “Service Credit” means the percentage of the Monthly Fees credited or refunded to Customer pursuant to Section 3 below.

3. Availability Commitment


Intapp commits that the Availability Percentage of the Cloud Service will be at least 99.5 percent in a given month.

4. Customer’s Obligations


4.1 To be eligible for Service Credits, Customer must notify Intapp while experiencing Downtime, and in no event later than 24 hours after first experiencing Downtime. Customer’s notice must provide sufficient detail to enable Intapp to replicate the problem(s) Customer is experiencing.

4.2 Customer will notify Intapp of Downtime by opening a ticket at the customer support portal.

5. Remedies


5.1 The remedies set forth in this Section 5 are Customer’s sole and exclusive remedies for Intapp’s failure to meet the committed Availability Percentage.

5.2 If the Availability Percentage is below 99.5 percent in a calendar month, Customer may claim a Service Credit according to Table 1 below:

AVAILABILITY - SERVICE CREDIT
Less than 99.5%, but more than or equal to 99.0% - 3%
Less than 99.0%, but more than or equal to 98.0% - 5%
Less than 98.0% - 0%


5.3 To be eligible for Service Credits, Customer must claim Service Credits by submitting a claim for the applicable Service Credits to Intapp and include the ticket number received when Customer reported the Downtime. At Intapp’s option, Intapp will credit or refund Service Credits claimed in accordance with this Section 5 to Customer.

6. Exclusions


Downtime does not include, without limitation, instances where Customer is unable to access a Cloud Service as a result of one or more of the following reasons:

6.1 periods of Scheduled Maintenance or Emergency Maintenance;

6.2 Customer’s non-production use of a Cloud Service such as, e.g., testing, evaluation;

6.3 a Force Majeure Event;

6.4 the time required by Intapp to restore a backup of Customer Data;

6.5 use of network connections or telecommunications which are not provided by Intapp, including, but not limited to, Downtime proximately caused by Customer’s inadequate bandwidth; or

6.6 any domain name system (DNS) or domain registry issues or outages, including malicious attacks, distributed denial of service attacks (DDOS), DNS and registry propagation issues and expirations elsewhere on the Internet that are outside Intapp’s direct control.
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