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1. The Services

1.1 Provision of Subscription Services

During the Subscription Term, Atticus will provide the Customer with non-exclusive access to the Subscription Services in accordance with the relevant Plan and on the terms and conditions of this Agreement.

1.2 Plan

The Plan that the Customer purchases from Atticus will determine the specific benefits and features available to the Customer and Authorised Users in relation to the Subscription Services and any limitations or restrictions regarding the Customer’s access to and use of the Subscription Services which the Customer agrees it must comply with. If the Customer breaches any of the restrictions or limits for the Customer’s Plan then the Customer must immediately: (a) ensure its access and use of the Subscription Services is reduced or limited so that it complies with the relevant restrictions or limits; or (b) upgrade the Subscription Services to a Plan which would enable the Customer’s continued use of the Subscription Services to comply with this Agreement.

1.3 Acceptable Use

The Customer and its Authorised Users must comply with Atticus’ Acceptable Use Policy published on the Atticus Website as updated from time to time. Without limiting any rights Atticus has pursuant to the Acceptable Use Policy, if Atticus reasonably believes that any unacceptable content in breach of the Acceptable Use Policy has been uploaded in connection with the Subscription Services or is otherwise being stored on the Atticus Systems, Atticus may request that the Customer either remove such content or Atticus may disable access to the relevant content.

1.4 Responsibility for Use and Third-Party Claims Indemnification

The Customer assumes sole responsibility for its use of the Services, the results of the Services (including any Service Outputs) and ensuring that its activity in connection with such use complies with all Laws. As between the Customer and Atticus, the Customer is responsible for ensuring that Authorised Users comply with these Terms in connection with use of the Subscription Services. The Customer indemnifies Atticus against losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with any Third Party claim relating to use of the Services by the Customer or its Authorised Users (including any claim in connection with any document verified using the Subscription Services).

2. Authentication Credentials

2.1 Provision of Authentication Credentials

The Customer will be responsible for the creation of the Authentication Credentials (which will be created by the Authorised Users at the time the Authorised User registers to use the Subscription Services).

2.2 Obligations of the Customer in relation to the Authentication Credentials

The Customer must: (a) ensure that each Authentication Credential is securely maintained and used only by the Authorised User to whom the Authentication Credential has been issued; (b) comply with any policies, guidelines or other requirements issued by Atticus from time to time in any way relating to Authentication Credentials;

3. Subscription Term and Automatic Renewal

3.1 Initial Term

The Subscription Term commences on the Commencement Date and will continue for the Initial Term, unless terminated earlier in accordance with these Terms.

3.2 Renewal of annual Plans

Where Subscription Services are provided to the Customer on an annual Plan, at the expiry of the Initial Term or any Further Term, this Agreement will automatically renew for successive Further Terms.

4. Fees and expenses

4.1 Invoicing

Atticus will issue the Customer with a tax invoice for the Fees payable by the Customer (“Tax Invoice”) in accordance with the terms of payment (including frequency) as set out in the Order Form and the Customer agrees to pay such Fees.

4.2 Payment Facility

The Customer may, prior to the Commencement Date, provide Atticus with details of its credit card, bank card, bank account or other facility (“Payment Facility”) and a signed authority which enables Atticus to direct debit the Fees from its Payment Facility.

5. Atticus Intellectual Property

5.1 Our Intellectual Property

The Customer acknowledges that nothing in this Agreement grants the Customer any ownership of or rights in respect of the Intellectual Property Rights in the Subscription Services, Atticus Systems, the Atticus User Resources or in relation to any Intellectual Property Rights in any other materials created in connection with the performance of the Services.

5.2 Limited licence

During the Subscription Term, Atticus grants the Customer a limited, non-exclusive and revocable licence to use the Intellectual Property Rights referred in the Services for the Customer and its Authorised Users to receive the benefit of the Services.

6. Data

6.1 Ownership and Intellectual Property

Atticus acknowledges that, as between Atticus and the Customer, the Customer will own all Intellectual Property Rights in respect of the Data. The Customer grants Atticus a non-exclusive, irrevocable, royalty free licence to use and reproduce the Data.

7. Confidentiality

7.1 Confidentiality obligations

Where a party (“Recipient”) receives Confidential Information from the other party under this Agreement, the Recipient must keep the Confidential Information confidential.

8. Changes to the Subscription Services or these Terms

8.1 Changes to the Subscription Services

The Customer acknowledges that the Subscription Services are on-line and subscription-based in nature, and that in order to provide improved customer experience Atticus may vary the features, functions and other benefits available to customers in respect of the Subscription Services from time to time.

9. Termination

9.1 Termination with cause

Either party may, by written notice to the other party, terminate this Agreement with immediate effect if the other party fails to comply with any written notice requiring that other party to remedy a breach of its obligations under this Agreement.

9.2 Consequences of termination

Upon termination or expiry of this Agreement taking effect, the Customer must immediately cease using and ensure that each Authorised User ceases using the Subscription Services.

10. Liability

10.1 Acknowledgement

The Customer acknowledges that the Subscription Services are provided on an ‘as-is’ and ‘as available’ basis. Atticus does not warrant that the use of the Subscription Services will be uninterrupted, timely or error-free.

11. Promotion and marketing

The Customer agrees that, unless the Customer otherwise notifies Atticus in writing, for the purposes of promoting and marketing Atticus products and services, Atticus is entitled to publicise its relationship with the Customer.

12. General provisions

12.1 Notices

Any notices given by the Customer to Atticus under these Terms must be sent via email or to the physical address as provided in the Order Form.

12.2 Order of precedence

To the extent of any inconsistency between these Terms, the Order Form, appendices or any other document, the order of priority for the purposes of any interpretation is these Terms as varied by the Special Conditions, the Order Form including its appendices and any document referenced in these Terms or the Order Form.