Software Services Module


1.           Master Services Agreement and definitions

1.1         Master Services Agreement

This Module is to be read in conjunction with the terms and conditions of the Master Services Agreement between Cymax and the Client, and those terms and conditions apply to the Client’s engagement with Cymax.

1.2         Definitions

Where a term used in this document appears in title case, then that term has the meaning given to it in the Definitions Schedule* [].

2.           Operative provisions

2.1         Software Services

Cymax will provide the Software Services to the Client subject to the terms of the Agreement and as otherwise set out in a Proposal.

2.2         Client’s Obligations

The Client agrees to:

(a)          comply with any Third Party software licensing terms in relation to any Third Party software it uses or which it may obtain from Cymax (including as part of the Cloud Licence); and

(b)          indemnify, and keep indemnified, Cymax to the extent any Third Party Claim is threatened or brought against Cymax for any breach of any Third Party software licence terms.

2.3         Services exclusions and limitations

To the extent the Client is required to obtain Third Party software licence for any software, the Client acknowledges and agrees that Cymax is not required to provide Support Services for that Third Party software, as otherwise excluded by paragraph 2.8(b)of the Support Services and Service Levels Module.

2.4         Software Services Licence

Without limitation to the licence granted in clause 8.2of the Master Services Agreement, the Client is granted a non-exclusive, non-transferable licence during the Term to access and use Services provided to the Client, but is expressly limited by the User Seats (Cloud Licence) and in accordance with the terms of this Agreement.

2.5         Restrictions

As a fundamental condition of the Cloud Licence in paragraph 2.3 of this Module:

(a)          the Client acknowledges and agrees that the Cloud Licence only extends to the Client Products, as set out in the applicable Proposal;

(b)          the Client must not use, or exercise any rights in respect of, the Cloud Licence within products that do not fall within the Client Products; and

(c)          the Cloud Licence expressly excludes a right of sub-licence.

2.6         Limited Cloud Licence

The Client acknowledges, and agrees, that the rights granted to it under the Cloud Licence are expressly limited to the rights stated in paragraph 2.3 of this Module. To the fullest extent permitted by law, all implied rights in relation to the Cloud Licence are excluded.

2.7         Indemnity

The Client indemnifies, and will keep indemnified, Cymax against any breach of this Module.

2.8         Transition out

(a)          Transition out services

In the event that the Client gives Cymax notice that it intends to transition-out all or part of Services to the Client or another person, the following provisions will apply:

(1)          such notice will not affect the Client’s obligations under clause 6 of the Master Service Agreement or any other obligations to pay money to Cymax under the Agreement;

(2)          in accordance with the Transition Out Plan, Cymax will provide such assistance as is reasonably necessary to facilitate an orderly, prompt and efficient transition of the Client’s data and anything else reasonably necessary to migrate the Services to an alternative service provider or back to the Client; and

(3)          Cymax agrees to answer questions and provide such other information as may be reasonably sought in relation to the transition by the alternative service provider or by the Client,

together, the Transition Out Services.

(b)          Limitation

The Client may only require Cymax to provide the Transition Out Services during the period of time:

(1)          commencing on the date of termination of the Agreement; and

(2)          until two (2) months after the date in 2.8(b)(1),

unless Cymax otherwise agrees in writing to provide the Transition Out Services for a longer period of time.

 2.9         Fees

The Client acknowledges and agrees that the fees for the Transition Out Services will be provided under the rates set out in the Rate Card and that such fees are payable to Cymax under clause 6 of the Master Services Agreement.

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