By executing a Sales Order (either online or in hard copy) with IRIS or its Authorised Partner (as applicable) Customer hereby agrees to the terms and conditions set out in this End User Licence Agreement (“EULA”) as of Order Date (as set out in the Sales Order), which governs Customer’s access to and use of the IRIS Services, together with the terms and conditions of the Sales Order applicable to the IRIS Services.

1.      Definitions

The defined terms used in this EULA have the meaning given in clause 13 below.  In the event of any conflict between this EULA and any terms set out in the Sales Order, this EULA will prevail.

2.      IRIS Services and License

1.     In consideration of the Subscription Fees payable by Customer as set out in the applicable Sales Order, IRIS shall provide the IRIS Services during the Subscription Term in accordance with the terms set out this EULA and the terms applicable to the IRIS Services as set out in the Sales Order. 

2.     IRIS grants Customer a non-exclusive, non-transferable license to use the IRIS Services and Documentation for its internal business purposes only in accordance with this EULA and the Sales Order, for the Subscription Term at the permitted number of Sites and in accordance with the Scope as set out in the Sales Order.  

3.     Except as may be allowed by any applicable law which is incapable of exclusion by agreement of the parties, Customer shall not:

1.     except to the extent expressly permitted under this EULA, attempt to copy, modify, duplicate, create derivative works from, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means;

2.     attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;

3.     access all or any part of the IRIS Services and Documentation in order to build a product or service which competes with the IRIS Services and/or the Documentation;

4.     license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the IRIS Services and/or Documentation available to any third party; or

5.     attempt to obtain, or assist third parties in obtaining, access to the IRIS Services and/or Documentation, other than as provided under this clause; or

6.     make any alterations to or other use of the IRIS name and logo except as otherwise authorised under this EULA.

2.4.     Customer shall permit IRIS and/or its Authorised Partner, as applicable, to audit Customer’s use of the IRIS Services and such audit may be conducted no more than once per year, at IRIS®’s expense, during Customer’s normal business hours, and this right shall be exercised with no less than ninety (90) days’ prior written notice, in such a manner as not substantially to interfere with Customer's normal conduct of business.

3.     IRIS Services Availability, Support Services and Other Services

1.     IRIS shall use commercially reasonable endeavours to provide the IRIS Services in accordance with the Service Levels set out in IRIS®’s then-current Support Services Policy.  IRIS may at any time use its Associated Companies and/or Authorised Partners to deliver in whole or part, any of the Support Services or other services purchased by the Customer, provided that IRIS will be fully responsible for the Services performed and/or products delivered by such subcontractor, and IRIS will be Customer’s sole point of contact regarding the Services.

2.     Subject to Customer’s payment of the Subscription Fees, during the Term Customer will be provided with IRIS®'s standard Support Services (including the delivery of Maintenance Releases) during Support Hours in accordance with IRIS's then-current Support Services Policy for standard Support Services. IRIS may amend the Support Services Policy at its sole and absolute discretion from time to time.

3.     Any additional support services required by the Customer in addition to the standard Support Services may be subject to additional fees.

4.     IRIS will defend, indemnify and hold harmless, Customer and its affiliates, and its and their directors, officers, employees, shareholders, principals, partners, representatives and agents (each, an “Indemnified Party”) from and against, any and all claims, losses, judgments, costs or expenses (including reasonable attorneys’ fees) incurred by the Indemnified Parties in connection with, arising out of, or resulting from any claim brought by a third party against the Indemnified Party(s) (collectively, “Claims”): (i) claiming that the IRIS Services provided by IRIS to Customer hereunder infringe or misappropriate the copyright, patent, trademark, or other intellectual property right of such third party; (ii) as a result of the breach of this Agreement by IRIS; (iii) alleging the negligence or willful misconduct of IRIS in the performance of its obligations hereunder; or (iv) any claims or liabilities relating to compensation, tax, insurance or benefit matters by IRIS’s employees or other IRIS personnel. Notwithstanding anything to the contrary contained herein, IRIS shall not, without the prior written consent of the Indemnified Parties, settle, compromise or consent to the entry of any judgment with respect to any pending or threatened Claim unless the settlement, compromise or consent provides for and includes an express, unconditional release of such Claim against the Indemnified Parties.

4.     Customer Obligations

1.     Customer shall:

1.     provide all necessary cooperation and information as may be reasonably required by IRIS and/or its Authorised Partner as applicable in order to provide the IRIS Services. In the event of any delays in the Customer's provision of such assistance and/or information, any agreed timetable or delivery schedule may be adjusted by IRIS and/or its Authorised Partner as reasonably necessary;

2.     procure that its Authorized Users (i) use the Services and Documentation in accordance with this EULA; (ii) comply with all applicable laws and regulations with respect to its activities under this EULA; (iii) only use the Services for lawful purposes. Customer shall be liable for any Authorized User’s breach of this EULA;

3.     be solely responsible for procuring and maintaining its network connections and telecommunications links and all problems, conditions, delays and delivery failures arising from or relating to the Customer's network connections or telecommunications links;

4.     use all reasonable efforts to prevent any unauthorised access to, or use of, the IRIS Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify IRIS or its Authorised Partner, as applicable;

5.     be solely responsible for the accuracy, completeness, design, appropriateness, creation, maintenance, and updating thereof of all Customer Content in the use of the Services. IRIS shall not be liable for any errors or inaccuracies in (i)any information provided by Customer; (ii) any Customer Content, or (iii) any changes or modifications to any Customer Content by IRIS or its Authorised Partner upon Customer’s written instructions beyond its responsibility to accurately reproduce such Customer Content on Customer’s instruction;

6.     comply with all applicable laws and regulations, including without limitation the U.S. Foreign Corrupt Practices Act and the Bribery Act 2010, and as they may be amended from time to time, with respect to its activities under this EULA;

7.     in the event it is agreed that IRIS and/or its Authorised Partner, as applicable, will upload any Customer Content, provide to IRIS in a timely manner all such Customer Content, in final format and translated and edit and maintain such Customer Content as required for IRIS or its Authorised Partner, as applicable, to provide the IRIS Services in accordance with the EULA;

8.     be responsible for obtaining all necessary licenses and consents required to use Customer Content (if any, and including without limitation those from the owners or licensees of any third party information) and as part of the Services and Customer warrants and represents that such licenses and consents have been obtained.

2.     Customer shall not knowingly upload, input, access, store, distribute or transmit any Viruses, or any material, including without limitation Customer Content during the course of its use of the Services that:

1.     is Inappropriate Content;

2.     is unlawful (including breach of Intellectual Property Rights of any other party), harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

3.     facilitates illegal activity; or is otherwise illegal or causes damage or injury to any person or property; and IRIS and/or its Authorised Partner as applicable reserves the right, without liability or prejudice to its other rights to Customer, to (i) disable Customer's access to any material that breaches the provisions of this clause and to (ii) remove any such content where, in IRIS’s sole and reasonable discretion, IRIS suspects such content to be Inappropriate Content.

3.     Any breach of this clause 4 by Customer shall be deemed to be a material breach of this EULA and shall entitle IRIS to terminate the EULA pursuant to clause 12, subject to the notice and remedy provisions of such clause. 

5.     Customer Content

1.     Customer shall own all Intellectual Property Rights in Customer Content which shall at all times remain the exclusive property of Customer. Customer hereby grants IRIS a non-exclusive non-transferable non-sublicensable licence, during the Term of this EULA, to use the Customer Content and any other materials provided to IRIS by Customer (including but not limited to any trade-marks or logos) to enable IRIS to provide IRIS Services and carry out IRIS’s obligations under this EULA and Schedule 1 – Sales Order Terms, Section 12 in its entirety.

2.     Customer acknowledges that responsibility for all Customer Content is the sole and exclusive responsibility of Customer and that IRIS will not be held responsible in any way for any copyright infringement or violation, the violation of any other person’s rights or the violation of any laws, including but not limited to infringement of any Intellectual Property Rights or any other rights any person or entity, arising or relating to Customer Content. Customer agrees to indemnify and save harmless IRIS from and against all losses, damages, actions or causes of action, suits, claims, demands, penalties and interest arising in connection with or out of any such Customer Content, to the extent not caused by IRIS’s willful misconduct.

6.     Warranty and Insurance

1.     IRIS warrants that the IRIS Services will perform substantially in accordance with the Documentation for the Subscription Term when used in accordance with the Documentation.

2.     The warranty provided in clause 6.1 shall not apply to the extent of any non-conformance which is caused by (i) use of the Services contrary to IRIS's instructions or the Documentation, or (ii) modification or alteration of the IRIS Services by any party other than IRIS or its authorised contractors or agents. If the IRIS Services do not conform with the warranty provided in clause 6.1, IRIS will, at its expense, use commercially reasonable efforts to correct any such non-conformance promptly or provide the Customer with an alternative means of accomplishing the desired performance. If Customer is not satisfied with such alternative means, Customer reserves the right to terminate the IRIS Services and receive a pro-rated refund of any pre-paid fees.

3.     Notwithstanding the foregoing, IRIS:

1.     does not warrant that Customer's use of the IRIS Services will be uninterrupted or error-free; nor that the Services, Documentation and/or the information obtained by Customer through the Services will meet Customer's requirements;

2.     does not warrant the use of the IRIS Services and/or Software on or through any third party products and/or services;

3.     is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities;

4.     is not responsible for any Virus which was not detected by IRIS using reasonable current commercial methods of detection;

5.     nor its suppliers or third-party service providers or software vendors shall have any liability whatsoever for the accuracy, completeness, or timeliness of the Customer Content or Customer Data or for any decision made or action taken by Customer, Authorized Users, or any third party in reliance upon any Customer Content or Customer Data;

6.     is not responsible for any breach of the warranty in clause 6.1 as a result of a Force Majeure Event;

4.     Except as expressly provided for in this clause 6, IRIS(and its Associated Companies and its suppliers) disclaim all other warranties, express, implied or statutory, including warranties, terms and conditions of merchantability, accuracy, correspondence with description, fitness for a particular purpose or use and satisfactory quality, and non-infringement.

5.     Technology Liability/Network Security/Privacy Liability insurance covering wrongful acts, errors, omissions, arising out of IRIS’ operations or services in performance under this EULA with a limit of Three Million Dollars ($3,000,000) per claim and in the aggregate.  Such coverage shall include, but not be limited to, third party and first party coverage for loss or disclosure of any data, network security failure, denial of service attacks, unauthorized access and/or use or other intrusions, unintentional breach of contract, negligence or breach of duty to use reasonable care, breach of duty of confidentiality or invasion of privacy.  IRIS shall maintain coverage in force during the term of this EULA.

6.     .

7.     Payments and Invoicing

IRIS shall invoice and the Customer shall pay the Subscription Fees and any additional applicable fees related to the IRIS Services as set out in the Sales Order.

8.     Intellectual Property

IRIS owns and retains all title, Intellectual Property Rights and other proprietary rights in the IRIS Services, Software and Documentation and all modifications thereto. Except as expressly stated herein, this EULA or anything in any Sales Order does not grant Customer any Intellectual Property Rights or any other rights or licences in respect of the IRIS Services, Software or the Documentation.  Customer owns and retains all title, Intellectual Property Rights and other proprietary rights in Customer Content.

9.     Confidentiality

1.     Each party (the "Receiving Party") undertakes to keep and maintain all Confidential Information supplied directly or indirectly by the other party (the "Disclosing Party") in the strictest confidence and, subject to the other provisions of this clause, not to disclose such information to any third party without the prior written consent of the Disclosing Party.

2.     The Receiving Party may disclose the Disclosing Party's Confidential Information without consent only to its employees, officers, agents, consultants or sub-contractors (“Representatives“) on a need to know basis for the purposes of this EULA or if and to the extent required to do so by law, court proceedings relating to the subject matter of this EULA or any authority, judicial or regulatory body of competent jurisdiction.  In the case of such disclosure required by law, court proceedings or by any authority of competent jurisdiction, the Receiving Party shall limit disclosure to the extent strictly necessary and shall give the Disclosing Party as much notice of the requirement as practicable.

3.     The Receiving Party undertakes to ensure that the Representatives are made aware, prior to the disclosure of any part of the Confidential Information that the same is confidential and that they have a duty of confidence to the Disclosing Party.  The Disclosing Party shall be responsible for its Representatives' compliance with the confidentiality obligations set out in this clause.

4.     The provisions of this clause 10 shall not prevent the Receiving Party from disclosing any information which:

1.     was properly in the possession of the Receiving Party (with full right to disclose) prior to receiving it from the Disclosing Party; or

2.     is or subsequently comes into the public domain other than by breach of this EULA; or

3.     was independently developed by the Receiving Party; or

4.     was received from a third party which was free to divulge it.

5.     The provisions of this clause 10 shall survive termination of this EULA for a period of five (5) years from the date of termination.

10.  Limitation of Liability

1.     Except with respect to Section 3(4) Indemnification and amounts owed by Customer to IRIS hereunder and subject to clauses 11.2 and 11.3, the aggregate liability of each party for or in respect of any loss or damage suffered by the other party (whether due to breach of contract, tort (including negligence) or otherwise) under or in connection with the IRIS Services in any Claim Period shall be limited to the total amount of Subscriptions Fees paid by Customer during such Claim Period.

2.     To the maximum extent permitted by applicable law, in no event will either party be liable to the other for special, consequential, incidental or other indirect damages, or for loss of profits, anticipated savings, business opportunity, goodwill, or loss of revenue, loss of use or loss of data (including corruption of data), or costs of procurement of substitute goods or services arising under this EULA, howsoever caused and under any theory of liability (including contract, tort, negligence or otherwise) even if the other party has been advised of the possibility of such damages.  The parties acknowledge that the amounts payable hereunder are based in part on these limitations and further agree that these limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.

3.     The exclusions in this clause 11 shall apply to the fullest extent permissible at law, but neither party limits its liability for (i) death or personal injury resulting from its own negligence or that of its employees or agents where acting in the course of their employment under this EULA;(ii) fraud or fraudulent misrepresentation; or (iii) any other liability which cannot be excluded by law.

4.     To the fullest extent permitted by applicable law, IRIS shall not be liable for any claim arising:

1.     Customer repairing, modifying or enhancing the Software or using it with any other program otherwise than in accordance with the terms of this EULA;

2.     any breakdown resulting from use other than in accordance with the Documentation and the purpose for which the IRIS Services and/or Software was supplied to Customer or any use of the IRIS Services and/or Software in breach of this EULA;

3.     where any failure to provide the IRIS Services or use of the IRIS Services is caused by a network or service fault or failure or any hardware or software fault in equipment which is not under the control of IRIS;

4.     the failure by the Customer to implement as soon as reasonably possible recommendations in respect of, or solutions to, faults previously advised by IRIS in writing;

5.     any errors or inaccuracies in any Customer Content beyond its responsibility to accurately reproduce Customer Content on Customer’s instruction;

6.     for any other third-party products or services accessed and/or used by the Customer through the IRIS Services;

7.     any act or omission of Customer; or

8.     any unauthorised access to the Services, including a malicious security breach.

5.     IRIS nor its Authorised Partners shall have any liability whatsoever for the accuracy, completeness, or timeliness of the Customer Content or for any decision made or action taken by Customer, Authorised Users, or any third party in reliance upon any Customer Content.

6.     Furthermore, IRIS does not and cannot control the flow of data to or from the network where the Software resides and other portions of the Internet including denial of service attacks (an attack which sends a flood of incoming messages to the target system forcing the system to shut down, thereby denying service to legitimate users). Such flow depends in large part on the performance of Internet services provided or controlled by third parties.  At times, actions or inactions of such third parties can impair or disrupt the Customer’s connections to the Internet (or portions thereof). iRiS cannot guarantee that such events will not occur. Accordingly, IRIS®, its suppliers and subcontractors, if any, disclaim any and all liability resulting from or related to such events and Customer shall have no claim in respect thereof.

11.  Term and Termination

1.     This EULA shall unless otherwise terminated in accordance with this clause 12 or the Sales Order Terms, commence on the Effective Date and shall continue until the expiration of the Subscription Term. The termination of the Sales Order shall automatically terminate this EULA.

2.     The subscription for the IRIS Services purchased by the Customer as set out in the Sales Order shall commence on the Activation Date and continue for the Subscription Term. Thereafter, provided notice of renewal has been given by IRIS as required by the Sales Order, the subscription will automatically renew and be extended for successive periods of twelve months (each a “Renewal Period”) unless either party terminates upon ninety (90) days written notice to the other party prior to the end of the Initial Subscription Term or the relevant Renewal Period. The Initial Subscription Term, together with any subsequent Renewal Periods shall constitute the “Subscription Term”.

3.     Following the first twelve (12) month period of the  Subscription Term, Customer may terminate this EULA on ninety (90) days’ prior written notice to IRIS at any time during the Subscription Term and, provided notice was given by IRIS of renewal as required by the Sales Order, Customer shall be liable to pay all the Fees which remain outstanding after the date of termination for the remainder of the Subscription Term or any Renewal Period.

4.     Either party may terminate this EULA by giving written notice to the other if:

1.     the other party commits a breach of this EULA (which in the case of a breach capable of remedy is not remedied within thirty (30) days of being requested by the first party to do so); or

2.     the other party: (i) is deemed unable to pay its debts as and when they fall due (but without any requirement on the part of the party entitled to terminate to prove any matter to the satisfaction of the court) or becomes unable or admits in writing its inability to pay its debts as they fall due or suspends or threatens to suspend making payments with respect to all or any class of its debts; or (ii) shall have a receiver or administrative receiver appointed over it or any of its assets or shall pass a resolution for winding-up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect; or (iii) shall become subject to an administration order or shall enter into any voluntary arrangement with its creditors;  or (iv) shall cease or threaten to cease to carry on business; or (v) is subject to any analogous event or proceeding in any applicable jurisdiction.

5.     Any termination of this EULA shall be without prejudice to any other rights or remedies a party may be entitled to under this EULA or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision of this EULA which is expressly or by implication intended to come into or continue in force on or after such termination.

6.     On termination of this EULA for any reason:

1.     Customer’s rights of use granted under this EULA shall immediately terminate and Customer shall immediately cease the use of the IRIS Services

2.     Customer shall promptly pay all Subscription Fees due or to become due under the Agreement through the effective date of termination;

3.     each party shall return and make no further use of any equipment, property, IRIS Services  Materials and other items (and all copies of them) belonging to the other party;

4.     IRIS may destroy or otherwise dispose of any data of Customer in its possession unless IRIS receives, no later than thirty (30) days after the effective date of the termination of this EULA, a written request for the delivery to Customer of the then most recent back-up of the Customer data.

12.  General

1.     Entire Agreement. This EULA together with its Schedules (including any Sales Order and Sales Order Terms) sets out the entire agreement and understanding between the parties and supersedes any previous agreement between the parties relating to its subject matter.  Unless otherwise expressly agreed in writing this EULA applies in place of and prevails over any terms or conditions contained in or referred to in any correspondence or elsewhere or implied by trade custom or course of dealing.  Any general terms of business or other terms and conditions of any order or other document issued by Customer in connection with this EULA shall not be binding on IRIS. In entering into this EULA each party acknowledges and agrees that it has not relied on any representations made by the other except as set forth in this EULA.  Any such representations are excluded.

2.     Waiver. A waiver of any right under this EULA is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.  Unless specifically provided otherwise, rights arising under this EULA are cumulative and do not exclude rights provided by law.

3.     Invalid provisions. If any provision (or part of a provision) of this EULA is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

4.     Governing Law and Jurisdiction. This EULA and any disputes or claims arising out of or in connection with it, its subject matter or formation (including non-contractual disputes or claims) will for all purposes be solely and exclusively governed, construed and enforced in accordance with the laws of England and Wales (without regard to the conflicts of law provisions thereof).  Both parties submit to the exclusive jurisdiction of the courts of England.

5.     Third-Party Rights.  A person who is not a party to this EULA has no rights under the Contracts (Rights of Third Parties) Act 1999 (the "Act") to enforce, or to enjoy the benefit of, any term of this EULA, but this does not affect any right or remedy of a third party which exists or is available apart from the Act or that is expressly provided for under this EULA.

6.     Independent Contractor. The parties to this EULA are independent contractors. Customer bears all risk and cost of operating its own business, including risk of loss.  Nothing in this EULA is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind or employment relationship between the parties, nor constitute any party an employee or agent of another party for any purpose. No party shall have authority to act as employee or agent for, or to bind, the other party in any way.

7.     Sub-contracting and Assignment. Neither IRIS nor Customer may assign or otherwise transfer this EULA or any of its rights or obligations or purport to do any such acts under it to any third party without prior written consent from the other party, such consent not to be unreasonably withheld. Notwithstanding anything to the contrary, IRIS shall have the right, upon written notice to Customer, to assign this EULA to any of its Associated Companies, Authorised Partner(s) or to an entity resulting from a merger, acquisition or other business reorganization of IRIS. In addition, IRIS shall have the right to sub-contract any of its obligations hereunder to its Associated Companies and/or Authorised Partner(s), provided that IRIS will be fully responsible for the Services performed and/or products delivered by such subcontractor, and IRIS will be Customer’s sole point of contact regarding the Services  Any attempted assignment, sub-contracting or other transfer in violation of this provision shall be null and void.

8.     No partnership or agency. Nothing in this EULA is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). 

9.     Force Majeure. Neither party shall have any liability to the other party under this EULA if it is prevented from or delayed in performing its obligations under this EULA due to a Force Majeure Event. Such party shall provide the other party with notice of a Force Majeure Event and its expected duration.

10.  Notices. All notices to be given under this EULA shall be given in English in writing. Customer will give all notices under or in connection with this EULA to the address stated at the end of this EULA, or otherwise provided to Customer on IRIS‘s website or notified by IRIS to Customer in writing. Customer agrees and consent to receiving all notices and communications from us under or in connection with this EULA electronically. iRiS will provide any such notices and communications by emailing them to Customer via the email contract address provided Customer in the registration process. Customer may withdraw its consent upon written notice to IRIS and request paper copies at any time provided that Customer agrees that IRIS may charge Customer fees for such paper copies.

11.  Variations. Save as otherwise expressly stated in this EULA, this EULA may only be modified or varied in writing executed by duly authorized representatives of both parties.

12.  Survival. In addition to those provisions which by their nature are intended to survive any termination of this EULA, clauses 6, 7, 9, 10, 11, 12, 13 and 14 of this EULA shall survive such termination or expiration of this EULA.

13.  Export. Customer shall (i) not license, export, or otherwise dispose of any of the Software Materials without the prior written consent of IRIS®; and (ii) comply with all applicable export control laws and regulations, including without limitation the export control laws of the United Kingdom and the United States and the country where Customer has registered or any foreign countries with respect to the use of the Services and Documentation or other IRIS materials by Customer and its Authorized Users.

13.  Definitions

Capitalised terms not otherwise defined in this EULA or the Sales Order Terms shall have the meaning set out below:

1.     Activation Date: the date set out in the Sales Order when the hosted IRIS Service is live and available for access and use by the Customer;

2.     Associated Company:  an entity that controls, is controlled by, or is under common control with, a party to these Terms. For the purposes of the foregoing, “control” means the ownership of (i) greater than fifty per cent of the voting power to elect directors of the entity, or (ii) greater than fifty per cent of the ownership interest in the entity;

3.     Authorised Partner:  an authorised reseller or other partners of IRIS, authorised by IRIS to resell IRIS Services to Customers and perform other services associated with the IRIS Services and Software;

4.     Authorized User: Any individual authorized by Customer with password access to set up, modify, manage and support the IRIS Services.

5.     Claim Period: each consecutive period of twelve (12) months during the Subscription Term starting from the Effective Date;

6.     Confidential Information: all confidential or sensitive information or data of a party, whether obtained before or after the date of this EULA in respect of software, products, developments, trade secrets, customers and suppliers of either party or any other information (whether commercial, financial, technical or otherwise) which may reasonably be regarded as the confidential information of that party and for IRIS includes the IRIS Services, Software and Documentation;

7.     Correct or Correction: the performance of a procedure, routine, modification, or addition to the software that eliminates the adverse effect of an Error without materially adversely affecting the functionality of the Software;

8.     Customer: the customer entity entering into this EULA and purchasing the subscription to the IRIS Services as set out in the applicable Sales Order;

9.     Customer Content:  (i) all Configuration Content (ii) Customer Data and (iii) any information entered by Customer or its Users in its use of the IRIS Services, including without limitation names, descriptions, vintages, prices, or currency of prices of individual items;

10.  Customer Data: any Personal Data of Customer as provided by Customer to IRIS under this EULA;

11.  Disclosing Party: has the meaning given in clause 10.1;

12.  Documentation: printable electronic information which includes a generic user guide and, where required, notes for the use of the Software by Customer and its Authorized Users;

13.  Effective Date: the effective date of this EULA which is the Order Date as set out in the Sales Order;

14.  Error: any failure of the Software to conform in a significant material respect to the Documentation provided that an Error excludes any such failure of the Software to conform resulting from (i) the refusal by Customer to restore files or follow other reasonable written recommendation by IRIS; and/or (ii) any software program, package or file not specifically identified in this EULA;

15.  EULA: This end user licence agreement was entered into by Customer and IRIS as of the Effective Date;

16.  Guest Experience Platform (GXP): the IRIS Guest Experience Platform (GXP) cloud-hosted solution that powers IRIS’s broad range of guest services, software applications and interactive services through which the IRIS Services and Customer Content are hosted;

17.  Inappropriate Content: content which (a) is unlawful, harmful, threatening, defamatory, obscene, indecent, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or (f) causes damage or injury to any person or property;

18.  Subscription Term: <<column_firstrow:Contract Length (months)>> from the Effective Date;

19.  Intellectual Property Rights:  patents, rights to inventions, copyright and related rights, compilation rights, moral rights, trademarks and service marks, trade names, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, registered designs, design rights, rights in computer software, semiconductor topography rights, database rights, rights in confidential information (including know-how and trade secrets) and other forms of intellectual property in each case, whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any parts of the world;

20.  IRIS: means IRIS Software Systems Limited or the IRIS Associated Company entering into this EULA as set out in the Sales Order.

21.  IRIS Services: access to and use of (i) the Software as a Service in accordance with this EULA and the Sales Order; (ii) the Documentation; (iii) Support Services related to the Software; and (iv) the Guest Xperience Platform (GXP) for the IRIS Services, as further described in the Documentation;

22.  Maintenance Release:  any update to Software identified by a release number, including any modification or addition which changes or improves Software’s utility, efficiency or capability and/or any Correction delivered by IRIS during a Subscription Term as part of the Support Services;

23.  Receiving Party: has the meaning given in clause 10.1;

24.  Renewal Period: has the meaning given in clause 12.2;

25.  Representatives: has the meaning given in clause 10.2;

26.  Sales Order:  the Sales Order(s) entered into between Customer and IRIS or Authorised Partner (as applicable) which details the IRIS Services being subscribed to, the applicable Scope, Initial Subscription Term and the applicable Subscription Fees payable along with any other services ordered by Customer;

27.  Scope: means the limitations of Customer’s and Users’ use of the IRIS Services as set out in the applicable Sales Order which may include, for example, limitations on the number of Sites and/or permitted Users;

28.  Site: a single location where the Customer is trading, has traded or intends to trade and to where the Software and Documentation are delivered as set out in the Sales Order;

29.  Software: the computer program applications and/or platform solution(s) of IRIS provided as part of the IRIS Services and as listed in the Sales Order, and including any Maintenance Release for such Software which is provided as part of the Support Services that Customer subscribes to during the Subscription Term;

30.  Subscription Fees: the annual (or such other period as may be agreed by the parties in the applicable Sales Order) subscription fees payable by the Customer for the IRIS Services as set out in the Sales Order;

31.  Subscription Term: has the meaning given in clause 12.2;

32.  Support Hours:  the hours that standard Support Services are provided as set out in the Support Services Policy;

33.  Support Services: the provision of (i) Maintenance Releases; and (ii) technical support detailed in the Support Services Policy by IRIS to Customer, as of the Activation Date, in order to enable the use of the IRIS Services in accordance with the Documentation;

34.  Support Services Policy: means the IRIS support policy detailing the Support Services provided by IRIS to Customers for the IRIS Services and the service levels applicable to the IRIS Services, and as such policy may be updated from time to time

35.  User: an end-user of each device upon which the Software is installed that is a guest or visitor of the Customer;

36.  Virus: anything or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.