| Name |
Contact Info |
| JP0 |
| JP1 |
| JP2 |
Email1 |
Phone1 |
| JP3 |
JP's Info |
| Email2 |
Phone2 |
INTRODUCTION
MASTER SUBSCRIPTION AGREEMENT | This Master Subscription Agreement, comprised of the components below, the “Agreement”, is made between the Cutover entity (“Cutover”) and customer entity (“Customer”) named on the.
SERVICE TERMS
- PROVISION OF CUTOVER SERVICES
- Access to Cutover Services | In consideration of payment by Customer of the Charges, Cutover will provide.
- Subscription Service | During the Subscription Term of the Subscription Order Form, Cutover shall:
- make the Subscription Service available to Customer and its Users pursuant to the terms of the Subscription Order Form and this Agreement up to Customer’s then current Service Limits, solely for the Scope of Use in accordance with the terms of this Agreement and the Documentation;
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- provide Customer with the service levels and support as set out in the SLA (subject to its terms) or any purchased premium version thereof
- Professional Services | Cutover will provide Customer with the Professional Services purchased by Customer in accordance.
- SUBSCRIPTION SERVICE
- Registered Users | Customer’s Registered Users may (i) authenticate their login credentials for the Subscription Service, and (ii) receive communications from the Subscription Service in the form of SMS.
- Users | In relation to its Users’ use of the Subscription Service, Customer agrees that:
- the maximum number of Users that it authorises to access and use the Subscription Service shall not exceed Customer’s purchased User Limit from time to time and, should it do so, that the terms of Clause 2.5 shall apply;
- all User login credentials (usernames and passwords) are Cutover’s Confidential Information;
- it will not allow any individual User’s login credentials and passwords to be used by anyone other than that User and will notify.
- Additional Limit Fees | Customer shall be liable for any Additional Limit Fees incurred as a result of the following:
- Overages – if Customer’s usage of the Subscription Service exceeds its then current User Limit and/or applicable Service.
- Sharing of User Credentials – if, in connection with Clause 2.4(c), it is established that Customer’s Users have shared their login credentials to the Subscription Service with other individuals then.
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Table 1
|| {{ name: large-table, colwidths: 1/3, 2/3 }} ||
|| UK Employees (Godesic Limited) || US Employees (Cutover Inc.) ||
|| Basic Disclosure & Barring (UK Criminal Records Search) || Federal and District Court Criminal Record Check ||
|| UK Right to Work Check || SSN (Social Security Number) Trace Check ||
|| Seven (7) year Activity and Gap Verification Check || Seven (7) year Activity and Gap Verification Check ||
|| Adverse Media Search || Adverse Media Search ||
|| UK Credit Enquiry || US Credit Enquiry ||
|| Sample row merge {{ colspan: 2 }} ||
|| Global Sanctions and Politically Exposed Person (PEP) Search || Global Sanctions and Politically Exposed Person (PEP) Search ||
Simple table
|| {{ name: simple-table, colwidths: 1/4, 3/4 }} ||
|| Header 1 || Header 2 ||
|| Cell A1 {{ rowspan: 2 }} || {{class: background-color--blue-100 text-size-large}} Cell B1 ||
|| Cell B2 ||
|| Cell A3 {{ colspan: 2 }} ||
|| Cell A4 || Cell B4 ||
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- ANOTHER SERVICE
- Registered Users | Customer’s Registered Users may (i) authenticate their login credentials for the Subscription Service, and (ii) receive communications from the Subscription Service in the form of SMS.
- Users | In relation to its Users’ use of the Subscription Service, Customer agrees that:
- the maximum number of Users that it authorises to access and use the Subscription Service shall not exceed Customer’s purchased User Limit from time to time and, should it do so, that the terms of Clause 2.5 shall apply;
- all User login credentials (usernames and passwords) are Cutover’s Confidential Information;
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- it will not allow any individual User’s login credentials and passwords to be used by anyone other than that User and will notify.
- Additional Limit Fees | Customer shall be liable for any Additional Limit Fees incurred as a result of the following:
- Overages – if Customer’s usage of the Subscription Service exceeds its then current User Limit and/or applicable Service.
- Sharing of User Credentials – if, in connection with Clause 2.4(c), it is established that Customer’s Users have shared their login credentials to the Subscription Service with other individuals then.
Simple table 2
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|| Header 1 || Header 2 ||
|| Cell A1 {{ rowspan: 2 }} || {{class: background-color--blue-100 text-size-large}} Cell B1 ||
|| Cell B2 ||
|| Cell A3 {{ colspan: 2 }} ||
|| Cell A4 || Cell B4 ||
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This MutualNon-Disclosure Agreement (“Agreement”)is effective as of the last date signed by both Parties below. Cutover andCompany (as defined below), each a “Party”and collectively the “Parties”
Cutover
Cutover Entity: If Company is based anywhere outside the United States Godesic Limited incorporated and registered in England and Wales with its registered office as stated in the footer below (Company No. 08220852). If Company is based in the United States of America, Cutover Inc. with principal place of business at 27 E, 28th Street, NY, 10016, USA. (“Cutover”)
Legal Notice Email: contract.notices@cutover.com
Authorised Signature:
Name:
Title:
Date:
Company
Legal Name & Company address:
(“Company”)
Legal Notice Email:
Authorised Signature:
Name:
Title:
Date:
Purpose of Agreement
Purpose
To evaluate a potential business relationship between the parties.
AGREED TERMS
1. DEFINITIONS
1.1. Unless otherwise indicated, capitalised terms used in this Agreement have the meanings set out in this clause.
Affiliates means,in relation to either Party, each and any subsidiary or holding company of thatParty and each and any subsidiary of a holding company of that Party.
ConfidentialInformation means all confidential information relating to theDisclosing Party, any of its Affiliates, their respective businesses’ and/or thePurpose which the Discloser or its Representatives directly or indirectlydiscloses, or makes available, to the Recipient or its Representatives, before,on or after the date of this Agreement. However, information is not ConfidentialInformation if:
(a) it is, or becomes, generally available to the public not by breach of this Agreement;
(b) it was available to the Recipient on anon-confidential basis prior to disclosure by the Discloser;
(c) it was, is, or becomes available to the Recipient on anon-confidential basis from a person who, to the Recipient's knowledge, is notunder any confidentiality obligation in respect of that information;
(d) it is independently developed by Recipient; and/or
(e) the parties agree in writing that the information is not confidential.
Discloser means a Party to this Agreement who discloses or makes available, directly or indirectly, Confidential Information.
Recipient means a Party to thisAgreement who receives or obtains Confidential Information from the other Party,its Affiliates or Representatives.
Representatives means the employees, officers, individual contractors, professional advisers, partners and other representatives of a Party and itsAffiliates.
2. OBLIGATIONS OF CONFIDENTIALITY | Recipient will: (a) useConfidential Information only for the Purpose, (b) not discloseConfidential Information to third parties without Discloser’s prior written approval,except pursuant to Section 5 (Permitted Disclosures), (c) protect ConfidentialInformation using at least the same precautions Recipient uses for its ownsimilar information and no less than a reasonable standard of care, (d) notremove proprietary markings from Confidential Information or reverse engineertechnology provided as Confidential Information, and (e) not exportConfidential Information or any direct product of Confidential Information inviolation of export laws.
3. PERMITTED DISCLOSURES
3.1. Representatives | The Recipient may shareConfidential Information with its Representatives but only if they (a) need toknow it and only use it for the Purpose; and (b) have agreed to keep itconfidential and use it only as permitted by this Agreement.
3.2. Required by Law | The Recipient is liable for itsbreach of this Agreement and any act or omission by its Recipients whichconstitutes a breach of this Agreement.
4. SECURITY MEASURES | The Recipient shallestablish and maintain adequate security measures in accordance with goodindustry practice to safeguard the Confidential Information from unauthorisedaccess, disclosure or use.
5. No PUBLIC ANNOUNCEMENT | No Party shall make, orpermit any person to make, any public announcement concerning this Agreement,the Purpose without the prior written consent of the other Party.
6. TERM AND TERMINATION | The term of thisAgreement shall commence on the date stated above and shall continue for aperiod of two (2) years. Notwithstanding termination or expiry of thisAgreement, the Parties’ obligations to protect Confidential Information shallcontinue for as long as the information disclosed to it remains “ConfidentialInformation”. Notwithstanding theforegoing, if the Parties (orits Affiliates) enter into a definitive agreement in relation to the Purpose,this Agreement will automatically terminate.
7. RETURN OF INFORMATION | When this Agreement expires orterminates or upon Discloser’s request, Recipient will: (a) cease usingConfidential Information, (b) promptly destroy all Confidential Information ofDiscloser in Recipient’s possession or control or, if Discloser requests,return it to Discloser, and (c) if requested by Discloser, confirm itscompliance with these obligations in writing. As an exception to part (b),Recipient may retain Confidential Information of Discloser in accordance withits standard backup and record retention policies and as required by law, butthis Agreement will continue to apply to the retained Confidential Information.
8. PROPRIETARY RIGHTS | Discloser retains all itsintellectual property and other rights in its Confidential Information and itsdisclosure to Recipient grants no license under such rights, save to the extentexpressly stated in this Agreement. Nothing in this Agreement prohibitsRecipient from developing products, concepts, systems or techniques that aresimilar to or compete with products, concepts, systems or techniques describedin Discloser’s Confidential Information, provided Recipient does not violateany of its obligations under this Agreement in connection with suchdevelopment.
9. DISCLAIMER | Confidential Information is providedwithout warranties, “AS IS” and with all faults.
10. EQUITABLE RELIEF | A breach of thisAgreement may cause irreparable harm for which monetary damages are aninsufficient remedy. Upon a breach of this Agreement, Discloser is entitled toseek appropriate equitable relief, including an injunction, in addition to itsother remedies.
11. GENERAL CLAUSES
11.1. Entire Agreement | This Agreementconstitutes the entire agreement between the Parties and supersedes allprevious agreements between the Parties relating to its subject matter. EachParty acknowledges that, in entering into this Agreement, it has not relied onany statement or representation, other than as expressly set out in thisAgreement.
11.2. Amendments | Any amendments to this agreementmust be agreed in writing.
11.3. Third-Party Rights | A person who is not aParty to this Agreement shall not have any rights under or in connection withit.
11.4. No Partnership | Nothing in this Agreement createsany partnership or joint venture, agency, or authority for one Party to act onbehalf of the other.
11.5. Notices | Anynotice required to be given under this Agreement, shall be in writing and shallbe sent by email to the “Legal Notice Email” stated at the start of thisAgreement.
12. GOVERNING LAW ANDJURISDICTION | If the Company is basedoutside the United States, this Agreement and any dispute or claim (includingnon-contractual) shall be governed by and construed in accordance with the lawsof England. Each party agrees that the courts of England shall have exclusivejurisdiction. If the Company is based in the United States, the governing law shallbe that of New York and the courts of New York shall have exclusivejurisdiction.
