EXPRESSPLAY AGREEMENT

(Version 6.0; 27/08/2019)

 

This ExpressPlay Agreement, including each of the exhibits referenced herein (together, this “Agreement”), states the contractual terms and conditions that govern access to and use of the services, technology and information provided by ICSC hereunder and is an agreement between Intertrust Cloud Services Corporation (“ICSC”) and the entity you represent (“Company”). Please review this Agreement carefully before accepting it below on behalf of the Company.

Use of the ICSC Services and Licensed Technology are expressly conditioned on acceptance of this Agreement. No company may access or use the ICSC Services or Licensed Technology unless an authorized representative has accepted this Agreement on its behalf. You represent to ICSC that you are lawfully able to enter into contracts (e.g., you are not a minor) and that you have legal authority to accept this Agreement on behalf of the Company and to bind the Company.

This Agreement shall become effective on the date it is accepted online (the “Effective Date”) and shall continue in effect for the Term set forth herein. ICSC and the Company are also hereinafter referred to collectively as the “Parties” and individually as a “Party”.

Terms and Conditions

1. Definitions
•     “Affiliate” means an entity that directly or indirectly controls or is controlled by, or is under common control with a person or entity where control is realized via ownership of more than fifty percent (50%) of the voting power or equity or its equivalent, so long as such control exists.
•     “Apple” means Apple Inc. and its affiliates.
•     “Authentication Credentials” means credentials generated by the ExpressPlay Service or Test Service that are provided to Company to submit to the ExpressPlay Service or Test Service so that the ExpressPlay Service or Test Service may confirm the authenticity of transaction requests.
•     “Authorized Contractor” has the meaning ascribed to it in Section 9.
•     “Billing Cycle” means the month-long billing period that commences upon Company’s execution of an applicable Purchase Agreement or other designation of a Selected Service Plan.
•     “Binary Update Tool” means the ICSC software tool that may be used to apply the final layer of integrity protection to application binary, which allows the application to execute properly and in a protected manner, as it may be revised and updated by ICSC from time to time. The Binary Update Tool may not be provided for all platforms.
•     “Commercial DRM” means FairPlay, Marlin, PlayReady, and/or Widevine, as applicable.
•     “Company Product” means an End User software application (e.g., digital media player) that incorporates ExpressPlay Binaries and is distributed by Company.
•     “Company Service” means a Company service that utilizes the ExpressPlay Service to deliver Managed Content to devices or the Test Service to deliver content to devices.
• “Confidential Information” means all written or oral information, disclosed by either Party to the other, related to the operations of either Party or a third party that has been expressly identified as confidential or that by the nature of the information or the circumstances surrounding its disclosure should reasonably be understood to be confidential. In all events, Confidential Information of ICSC shall include all information concerning the Licensed Technology, ICSC Services, Support Plan, the contents of this Agreement, ICSC’s and its Affiliates’ business plans and strategies, and the amounts paid by Company to ICSC hereunder. Confidential Information shall not include information that has become publicly available through no breach by Company or ICSC of this Agreement; information that is or was lawfully obtained from a third party who has the right to disclose and transfer it without restriction; or information that is independently developed without access to Confidential Information of the other Party, as evidenced in writing.
• “Constrained Image” means an image having the visual equivalent of no more than 520,000 pixels per frame (e.g. an image with resolution of 960 pixels by 540 pixels for a 16:9 aspect ratio). A Constrained Image may be attained by reducing resolution, for example, by discarding, dithering, or averaging pixels to obtain the specified resolution. A Constrained Image can be displayed using video processing techniques such as line doubling or sharpening to improve the perceived quality of the image. By way of example, a Constrained Image may be stretched or doubled, or displayed full-screen, on a 1000-line monitor.
• “Content Key” means the cryptographic key required to decrypt Managed Content.
• “DRM” means digital rights management.
• “End User” means an individual who accesses and uses Managed Content that has been delivered to a device.
• “Excluded License” means any license that requires as a condition of its use, modification and/or distribution of software subject to such license, that such software or other software combined and/or distributed with such software be (a) disclosed or distributed in source code form; (b) licensed for the purpose of making derivative works; or (c) redistributable at no charge or that its licensees grant third parties licenses or immunities with respect to any intellectual property.
• “ExpressPlay Binaries” means the ICSC runtime libraries that are designed to implement Marlin and to interact with the ExpressPlay Service and the Personalization Service.
• “ExpressPlay SDK” means ExpressPlay Binaries, Binary Update Tool, and related documentation.
• “ExpressPlay Service” means the commercial version of the ICSC service that, through the use of one or more Commercial DRMs, as applicable, (i) Registers a device, (ii) fulfills Company Service requests for acquisition of secure instructions, and (iii) issues licenses to devices to use Managed Content and/or an applicable Content Key. “ExpressPlay Service” does not include the Test Service or Test Personalization Service.
• “ExpressPlay Test Binaries” means the non-commercial version of the ICSC runtime libraries that are designed to implement Marlin and to interact with the Test Service and the Test Personalization Service.
• “ExpressPlay Test SDK” means ExpressPlay Test Binaries and related documentation.
• “ExpressPlay TS Tool” means a set of content packaging and encryption tools specific to media encoded as an MPEG transport stream.
• “FairPlay” means the DRM technology licensed by Apple.
• “Feedback” means any suggestions, comments or other feedback relating to the Licensed Technology, ICSC Services, Support Plan, or any other products, services, or technology of ICSC.
• “Google” means Google Inc. and its affiliates.
• “ICSC Services” means the ExpressPlay Service, Test Service, Test Personalization Service, and, to the extent Company has licensed the ExpressPlay SDK pursuant to a separate Purchase Agreement between ICSC and Company, the Personalization Service.
• “ICSC Tools” means the ExpressPlay Test SDK, ExpressPlay TS Tool, and all other ICSC software and technology (other than the ExpressPlay SDK) that has been provided by ICSC to Company for its use in accordance with this Agreement.
• “Intellectual Property Rights” means any and all intellectual property rights, including all patents, patent applications, copyrights, trademarks, trade secrets, semiconductor IC topography rights, inventions, know-how, utility models, and other proprietary rights, and all registrations, applications, renewals, extensions, combinations, divisions, continuations, reexaminations or reissues of the foregoing.
• “Licensed Technology” means collectively the ISCS Tools and the ExpressPlay SDK (to the extent provided to Company pursuant to a separate Purchase Agreement executed between the Parties).
• “Managed Content” means content that is distributed, used and/or otherwise governed in accordance with the requirements of a Commercial DRM.
• “Marlin” means the DRM technology licensed by the Marlin Trust Management Organization, LLC.
• “Microsoft” means Microsoft Corporation and its affiliates.
• “Personal Data” has the meaning set forth in Exhibit B.
• “Personalize” (and its correlate “Personalized”) means to provide a provisioning packet to an instance of the ExpressPlay Binaries or ExpressPlay Test Binaries, as applicable.
• “Personalization Service” means the commercial version of the ICSC service that Personalizes Company Products, thereby activating a Company Products to render Marlin Managed Content.
• “PlayReady” means the DRM technology licensed by Microsoft.
• “Process” or “Processing” has the meaning set forth in Exhibit B.
• “Provide” (and its correlate “Provision”) means sell, lease, license, or otherwise transfer.
• “Purchase Agreement” means a written agreement between ICSC and Company that expressly refers to this Agreement and sets forth payment terms and other terms and conditions relating hereto.
• “Register” (and its correlate “Registering”) means to issue to a Marlin device two cryptographically secure digital credentials, the first of which represents an End User of a Company Service and the second of which is used to link the first credential to a Personalized Marlin device.
• “Selected Service Plan” means the service and payment plan that Company selects in an applicable Purchase Agreement, or, if directed to do so by ICSC, by making the appropriate selection at www.expressplay.com or www.expressplay.cn (as applicable).
• “Service Transaction” means the actions which result in (i) the processing of requests from End Users for a Content Key and/or a license to access and use Managed Content or (ii) the Registering of a Marlin device.
• “Support Plan” means the Basic Service Level Agreement and Support Service described in Exhibit A.
• “Term” has the meaning set forth in Section 12.1.
• “Test Personalization Service” means the non-commercial version of the ICSC service that Personalizes devices.
• “Test Service” means the non-commercial version of the ICSC service that through the use of one or more Commercial DRMs, as applicable, (i) Registers a device, (ii) fulfills Company Service requests for acquisition of secure instructions, and (iii) issues a device a license to use content and/or an applicable content key to access and use content solely for the purpose of conducting a test of Company’s implementation of a Company Service.
• “Widevine” means the DRM technology licensed by Google.

• 2.  Provision of ICSC Services and License Grants to Licensed Technology
  •     Provision of the ICSC Services. Subject to the terms of this Agreement, ICSC will (a) make available to Company, on a hosted “as-a-service” basis, the ICSC Services for use in connection with a Company Service, and (b) provide support for the ExpressPlay Service in accordance with the Support Plan.
  •     License Grants. Subject to Company’s compliance with the terms of this Agreement, ICSC grants Company a non-exclusive, personal, non-transferable, non-sublicensable, revocable, non-assignable, right and license during the Term:
    •     if (and only if) access is provided to the ExpressPlay SDK pursuant to a Purchase Agreement executed between the Parties, to (a) reproduce and incorporate ExpressPlay Binaries into Company Products, (b) Provide such Company Products to End Users, subject to ICSC’s rights in and to the ExpressPlay Binaries incorporated therein, and (c) use the Binary Update Tool on a single Company computer solely to apply integrity protection to the ExpressPlay Binaries;
    •     to use the ICSC Tools in accordance with their documentation and for the sole purpose of using ICSC Services as authorized by this Agreement; and
    •     to permit Authorized Contractors, on behalf of Company, to take the actions described in Sections 2.2.1 and 2.2.2, subject to the requirements of Section 9.

• 3.  License Limitations and Requirements
  •       The licenses granted in Section 2.2 are the only licenses granted to Company. Company may not sublicense, sell, transfer, or otherwise make available any Licensed Technology or ICSC Services to any third party, except (a) Licensed Technology may be accessed by Authorized Contractors acting on Company’s behalf in accordance with Section 9, and (b) ExpressPlay Binaries may be included in Company Products and Provided to End Users pursuant to Section 2.2.1, as applicable.
  •       The licenses granted in Section 2.2 do not include the right to, and Company shall not, (i) create derivative works of the Licensed Technology; or (ii) distribute any Licensed Technology (or derivative works thereof) in any manner that would cause any item of Licensed Technology to become subject to any of the terms of an Excluded License.
  •       Company shall not perform unauthorized stress tests or otherwise place artificially inflated loads on the ICSC Services. Should Company wish to evaluate the ability of any of the ICSC Services to operate satisfactorily under high volume conditions, Company must contact ICSC for information about how such test may be conducted. ICSC may suspend its provisioning of any of the ICSC Services if it experiences unanticipated transactions that exceed the volume thresholds set forth in Section 7.2.
  •       The licenses granted in Section 2.2 do not include the right to, and Company shall not, assign, develop or Provide any service, software, or technology to a third party (or to customers of, or as directed by, any third party) in a manner that circumvents the terms of Section 10 or any obligation to make payments to ICSC that would otherwise fall due hereunder.
  •       Company shall not: (i) reverse engineer, decompile or disassemble any element of the Licensed Technology, emulate the functionality of or seek to commercially exploit the Licensed Technology or any ICSC Services for any purpose not expressly permitted by this Agreement, including to develop new or different digital rights management technology or other content protection technology, (ii) modify any Licensed Technology except as expressly permitted herein, (iii) Provide (except as expressly permitted in Section 2.2.1 (if applicable) or Section 3.1) the Licensed Technology or any of Company’s rights and obligations under this Agreement to any third party or (iv) use the Licensed Technology or ICSC Services in any illegal or unlawful manner or for any illegal or unlawful purpose. In addition to any other right or remedy ICSC may have, ICSC may suspend its provision of the Licensed Technology or ICSC Services in the event that ICSC or its licensors determine that such suspension is necessary to comply with applicable law, to prevent harm to any End User, ICSC, a Commercial DRM, the Licensed Technology or the ICSC Services or to prevent violation of this Agreement.
  •       Company’s right and license to use the ExpressPlay Service to perform PlayReady transactions is subject to Company (a) providing ICSC the “PlayReady Information” requested through Company’s ExpressPlay account prior to ICSC’s commencement of processing PlayReady transactions through the ExpressPlay Service for Company, (b) promptly updating such information as necessary to render it complete and accurate at all times, and (c) consenting to ICSC’s transmittal of such information to Microsoft.

• 4.  Ownership
  •       This Agreement does not convey to Company any ownership interest in or to the Licensed Technology or any element of the ICSC Services, but only the limited rights and licenses that are expressly set forth herein. Except as expressly licensed to Company under this Agreement, as between ICSC and Company, ICSC is the sole and exclusive owner of, and reserves all rights, title, ownership, and interest in and to the Licensed Technology (and all other Confidential Information of ICSC), and every element of the ICSC Services, including (a) all updates, enhancements, modifications, and/or derivative works of the Licensed Technology and ICSC Services, or any element of the Licensed Technology and ICSC Services created by anyone, including Company, its employees, contractors (including Authorized Contractors), and agents; and (b) all intellectual property rights created or embodied in the foregoing or any other works created by or for ICSC in connection with its performance of this Agreement.
  •       ICSC may collect certain information in connection with Company’s access to or use of the ICSC Services, such as access records, date and time stamps, transaction and activity records, and system performance data (“Usage Data”). ICSC may use Usage Data to deliver and manage its products and services, perform maintenance and support, and develop, test, and improve the ICSC Services and other ICSC products and services, and generate statistical data about usage of its products and services. As between the Parties, ICSC is the sole and exclusive owner of, and reserves all rights, title, ownership, and interest in and to the Usage Data.
• 5.  No Implied Licenses

Under no circumstances shall any provision of this Agreement be construed as granting to Company, by implication, estoppel or otherwise, any licenses or rights other than the licenses and rights expressly granted in this Agreement.

• 6.  Company Conditions and Obligations
  •     Implementations. Company may use, or subject to Section 9 allow Authorized Contractors acting on its behalf to use, the Licensed Technology and the ICSC Services to develop Company Services solely for the purpose of enabling Company Services to deliver Managed Content to devices.
  •     PlayReady Notice. If Company uses PlayReady through the ExpressPlay Service, Company will place the following statement in its end-user terms of use or other user documentation for its Company Services:

Content owners use Microsoft PlayReadyTM content access technology to protect their intellectual property, including copyrighted content. This service uses PlayReady technology to protect certain content. If the PlayReady technology fails to protect the content, content owners may require the service to restrict or prevent the delivery of protected content to specified devices or PC software applications. In certain cases, you may be required to upgrade the PlayReady technology to continue to access the service’s content. If you decline such an upgrade, you will not be able to access content that requires the upgrade.

6.3.       Conformity to the Service Interfaces. Company shall conform to the requirements of the service interfaces of the ICSC Services and shall cause its Company Products and Company Services to interoperate with the ICSC Services in an efficient manner.

6.4.       FPS SDK and FPS Deployment Package. ICSC’s processing of FairPlay transactions shall be conditioned on Company (i) executing the Apple Developer Program License Agreement (and any other agreement required by Apple), complying with the terms of such agreement(s), (ii) providing ICSC the most current Company-specific FPS Deployment Package and FPS SDK (as defined in the Apple Developer Program License Agreement), and (iii) hereby granting ICSC a right and license to use them as necessary to process FairPlay transactions through the ExpressPlay Service for Company and its End Users.

6.5.       End-User Notice and Consent. Company agrees that, in the event that any law, rule, regulation, industry self-regulatory guideline, or other standard applicable to Company requires that End Users consent to, or be provided notice of, Company’s use of the ICSC Services or sharing of data with ICSC to provide the ICSC Services, Company is solely responsible for providing the required notice and/or securing the required consent and ICSC will have no obligation or liability arising from or relating to Company’s failure to do so.

6.6.    Compliance and Robustness-Based Limitations and Obligations

6.6.1.        Marlin Managed Content Output Controls. Company understands and agrees that in order to fulfill certain requirements of the Marlin Trust Management Organization: (i) ExpressPlay Binaries will not render Marlin Managed Content where the license for such content includes an output control; (ii) the ExpressPlay Binaries for desktop platforms shall, unless the Marlin Managed Content license permits otherwise, downscale and output Marlin Managed Content as a Constrained Image; and (iii) ExpressPlay Binaries for mobile platforms shall only render Marlin Managed Content that qualifies as a Constrained Image, unless the Marlin Managed Content license expressly permits Company to render images that are not Constrained Images. Company further acknowledges and agrees that it shall take all steps necessary to ensure that the ExpressPlay Binaries for mobile platforms shall only render decrypted and encoded content on the mobile platform’s native media player.

6.6.2.        Robustness-Based Limitations and Obligations. Company understands and agrees that in order to fulfill certain requirements of the Marlin Trust Management Organization, Company Products that incorporate the ExpressPlay SDK for iOS (the “iOS SDK”) may only be distributed or Provided through the Apple App Store. Company further acknowledges and agrees that it shall take all steps necessary to: (i) ensure that Company Products that incorporate the iOS SDK will only be distributed or Provided through the Apple App Store and (ii) prevent any distribution or Provision of Company Products by means other than by the Apple App Store.

6.7.    ExpressPlay Binaries Updates. In accordance with any support directive issued by ICSC at the time of a new release of the ExpressPlay Binaries, Company (i) shall integrate such new release of the ExpressPlay Binaries provided by ICSC to Company into Company Products and cease using earlier releases of the ExpressPlay Binaries in its Company Products, and (ii) shall update deployed Company Products. Company acknowledges that ICSC may cease to Personalize ExpressPlay Binaries that ICSC has directed Company to cease using.

• 7.  Transaction Processing
  •     Violations of this Agreement. ICSC may refuse to process individual Company transaction requests and/or reject requests from devices or Company Services in the event that Company fails to comply with, or otherwise violates, this Agreement. ICSC’s rights and obligations under this Agreement shall not be limited, qualified or otherwise affected by any contractual terms in effect between Company and its customers or End Users, including any that are inconsistent with any provision of this Agreement.
  •     Transaction Volume Increases. Company shall provide ICSC the earliest possible notice, but in no event less than 48 hours’ notice, of any periods during which the total estimated transaction volume of all of Company’s Company Services shall exceed fifty (50) transactions per second or twenty thousand (20,000) transactions per hour. Such notification shall identify the periods during which Company believes that the foregoing transaction volume thresholds shall be exceeded and shall provide Company’s best estimate of whether and when such periods will recur. ICSC may suspend or slow the provision of the ICSC Services if it experiences transaction volumes in excess of either of the foregoing thresholds without the required advance notice from Company.
  •     Unauthorized Activity. Company must securely store and protect its Authentication Credentials and the ExpressPlay SDK from unauthorized disclosure or use. Company shall be responsible for (a) all interactions with the ICSC Services using Company’s Authentication Credentials, including when those Authentication Credentials are used without Company’s authorization, and (b) all use of its copy of the ExpressPlay SDK. In the event that Company’s Authentication Credentials are lost, stolen, or otherwise used without authorization, Company shall promptly notify ICSC thereof, and Company is responsible for changing its Authentication Credentials using its ExpressPlay account to prevent further unauthorized activity. In the event that any Company-specific ExpressPlay SDK is used without authorization, Company shall promptly notify ICSC.
• 8.  Trademark Usage

All Company Services and Company Products shall be branded and marked exclusively under trademarks of Company, without reference to ICSC or any of its trademarks or the trademarks of its licensors. Company shall not refer to any Company Product, Company Service, or any other product or service in any manner that may create the appearance that Company is the owner, developer or provider of any Licensed Technology or the ICSC Services, or that ICSC is the source of any Company Product, Company Service, or any other product or service, or any element of any of the foregoing.

• 9.  Authorized Contractors

If Company engages third parties (“Authorized Contractors”) to engage in activities permitted by Section 2.2.3, Company shall:

9.1.       engage each such Authorized Contractor under a written agreement that places legally binding limitations and obligations on the Authorized Contractor concerning its use of the Licensed Technology and ICSC Services that are consistent with and no less stringent than those applicable to, or undertaken by, Company under this Agreement;

9.2.       correct any breach of this Agreement caused by an Authorized Contractor immediately upon discovery of such breach and immediately cause such Authorized Contractor to suspend its activities related to the Licensed Technology and ICSC Services; and

9.3.       be liable for any acts or omissions by the Authorized Contractor including acts or omissions which, if performed or not performed by Company, would be a breach of this Agreement.

• 10.  Company Patents; Defensive Suspension
  • Commitment to License on Reasonable Terms. As partial, material consideration for the rights granted to Company under this Agreement:
    • Company, on behalf of itself and its Affiliates, agrees to grant to ICSC, its Affiliates, its licensors and all other licensees or users of the Licensed Technology or any of the ICSC Services, a nonexclusive, nontransferable, non-sublicensable, non-assignable, worldwide license under Company’s and its Affiliates’ patents, on fair, reasonable and non-discriminatory terms and conditions, to make, have made, use, import, offer to sell, sell, and otherwise distribute the ICSC Services and Licensed Technology.
    • Company agrees that any patent or patent application of Company or its Affiliates that is transferred to a third party or an Affiliate shall remain subject to this Agreement, and that such transfer shall not affect the licensing commitments made herein.
  • Defensive Suspension. In the event Company or any of its Affiliates brings an action for infringement of intellectual property rights against ICSC or its Affiliates or customers with respect to ICSC Services or Licensed Technology, ICSC may suspend any or all of the licenses granted to Company under this Agreement and the provision of any or all ICSC Services.
• 11.  Fees and Payment
  • Fees. Company shall pay to ICSC the fees set forth in an applicable Purchase Agreement, or as otherwise set forth in Company’s Selected Service Plan. Unless otherwise set forth in an applicable Purchase Agreement, the fees for the Selected Service Plan must be pre-paid at the beginning of each Billing Cycle. All fees shall be paid net of any present or future tax, assessment, levy, governmental charge or Company bank fee.
  • Suspension for Failure to Agree on Payment Terms. ICSC may suspend provision of the ICSC Services, the Support Plan, and/or any Licensed Technology at any time if Company does not either (a) execute a Purchase Agreement with ICSC, setting forth the fees payable to ICSC hereunder, and maintain such Purchase Agreement in full force and effect; or (b) designate a Selected Service Plan at www.expressplay.com or www.expressplay.cn as directed by ICSC, setting forth the fees payable to ICSC.
  • Invoicing. After the conclusion of each Billing Cycle, ICSC shall send Company an invoice via email to the most current email address provided to ICSC by Company for invoices. Company shall not be excused from any payment obligation hereunder because Company has failed to notify ICSC of any change to the billing email address in accordance with Section 23.1.
  • Payment. Company authorizes ICSC to charge the credit card designated by Company at https://admin.expressplay.com for the Selected Service Plan fee and for any other charges incurred by Company as set forth in an invoice. If payment processing fails at any time, Company agrees within ten (10) days of notification by ICSC via email of such payment failure to provide valid up-to-date payment information sufficient to enable payment of the outstanding balance. If ICSC does not receive sufficient payment information for payment of an outstanding balance within ten (10) days after the payment failure notice, ICSC may, in its sole discretion and in addition to any other rights or remedies ICSC may have, suspend or terminate Company’s use of the ICSC Services, Support Plan, and any Licensed Technology, without any cost or liability to ICSC.
  • Electronic Payments. The Parties may also agree to payments by wire or ACH transfer. In such a case, Company shall make all transfer payments hereunder in U.S. dollars of immediately available funds to the account designated to Company in writing by ICSC within thirty (30) days of the invoice date.
  • Late Payments. Interest at a rate that is two (2) points above the United States prime rate on an annualized basis, or if lower, the maximum rate allowed by applicable law, shall be charged on any late payments. ICSC reserves the right to suspend or terminate Company’s use of any ICSC Services and any Licensed Technology, without any cost or liability to ICSC, if any invoice is not paid within forty-five (45) days of the invoice date, if Company is late on its payment of three (3) invoices in any twelve (12) month period, or if Company fails to designate a Selected Service Plan or execute a Purchase Agreement that sets forth the fees payable by Company to ICSC hereunder. ICSC shall not be obligated to reinstate use of any ICSC Services, Support Plan, or any Licensed Technology until any delinquent payment is received and Company and ICSC agree on future payment arrangements.
  • Taxes. Company shall pay all taxes, fees, assessments, and other charges, including but not limited to sales, use, value-added, transfer, franchise, license, or withholding taxes related to this Agreement, except solely for any taxes assessed by U.S. government agencies on ICSC’s income earned through transactions performed under this Agreement. Company agrees that ICSC may charge taxes, fees, assessments, and other charges as described above. Company shall gross up the fees so that after deducting or withholding any applicable tax, assessment, charge or fee, ICSC receives the amount of fees which would have been received by ICSC if no such deduction or withholding would have been applied.
  • Refunds; Disputed Invoices. Except as expressly set forth in Section 13.2 and Section 15.1 with respect to certain unused, prepaid fees, all fees are nonrefundable. For clarity, ICSC shall have no obligation to issue refunds or credits for any fees paid due to lack of service usage by Company, including upon the termination of this Agreement prior to the last day of the current Billing Cycle. Company must provide a written explanation to support@expressplay.com for any invoiced item(s) that it disputes by the seventh (7th) day after receipt of the applicable invoice. ICSC will not accept any requests for invoice adjustments after the seventh (7th) day.
• 12.  Term; Changes and Termination
  • Term. Unless terminated earlier in accordance with this Section 12, and unless otherwise set forth in an applicable Purchase Agreement, this Agreement will commence on the Effective Date and will remain in effect for one (1) year (the “Initial Term”), at which point it will automatically renew for additional one (1) year terms (each a “Renewal Term”) unless either Party provides the other Party with written notice of non-renewal at least thirty (30) days prior to the conclusion of the then-current Initial Term or Renewal Term, as applicable (the entire period of all such terms, the “Term”).
  • Modifications to this Agreement. ICSC may, at any time in its sole discretion, modify this Agreement by posting a revised version of this Agreement on www.expressplay.com or www.expressplay.cn (as applicable) or otherwise notifying Company through Company’s account on www.expressplay.com or www.expressplay.cn (as applicable) or via email. It is Company’s responsibility to check the www.expressplay.com or www.expressplay.cn (as applicable) website regularly for modifications to this Agreement. The date on which the current version of this Agreement was issued shall be posted in the parenthetical immediately beneath the title of this Agreement set forth on its first page. Company’s continued use of the Licensed Technology, ICSC Services or Support Plan after the effective date of any modifications to this Agreement shall signify Company’s consent and agreement to the modified terms of this Agreement. Should Company determine that the modified terms of this Agreement are unacceptable to Company, its sole and exclusive remedy shall be to immediately cease utilizing the Licensed Technology, ICSC Services and Support Plan and to terminate this Agreement by providing notice to ICSC.

In addition to modifications made by ICSC as permitted herein, the Parties may agree on certain changes as set forth in an order form, Purchase Agreement or amendment provided by ICSC and signed by both Parties.

12.3.   Termination. Either Party may terminate this Agreement immediately upon written notice at any time if:

12.3.1.    The other Party is in material breach of this Agreement and fails to cure that material breach within thirty (30) days after written notice thereof; or

12.3.2.    The other Party becomes insolvent, enters bankruptcy, reorganization, composition or other similar proceedings under applicable laws, whether voluntary or involuntary, admits in writing its inability to pay its debts, or makes or attempts to make an assignment for the benefit of creditors. Such termination shall be effective upon written notice to such Party or as soon thereafter as is permitted by applicable law.

12.4.   Additional Termination Rights. In addition to the termination rights in Section 12.3:

12.4.1.    ICSC may terminate this Agreement or individual Purchase Agreements immediately upon written notice: (A) for any or no reason with or without advance notice to Company (i) at any time prior to Company’s designation of a Selected Service Plan or execution of a written Purchase Agreement with ICSC specifying the fees payable by Company to ICSC hereunder, or (ii) if Company ceases to use the ICSC Services for more than six (6) consecutive calendar months; or (B) if Company fails to pay fees or other amounts when due pursuant to this Agreement or a Purchase Agreement and does not cure the failure within ten (10) days after ICSC provides notice thereof.

12.4.2.    Company may terminate this Agreement as set forth in Section 12.2.

12.5.   Commercial DRM Provider Events. ICSC may suspend or terminate some or all of its provision of Licensed Technology and/or ICSC Services in the event that a provider of a Commercial DRM (i) terminates any relevant agreement it has with ICSC or any of its Affiliates or (ii) withdraws any right necessary for ICSC or any of ICSC’s Affiliates to provide any of the Licensed Technology and/or ICSC Services.

12.6.   Effect of Termination.

12.6.1.    Upon the expiration or any termination of this Agreement for any reason, (i) Company shall immediately cease using any Licensed Technology, any of the ICSC Services or any Support Plan services; (ii) the licenses granted in Section 2.2 shall terminate immediately; (iii) ICSC will cease providing all ICSC Services and Support Plan services to Company; and (iv) Company shall promptly return or securely destroy (and certify such destruction in a writing acceptable to ICSC) all ICSC Confidential Information in the possession of Company or its Authorized Contractors (including all such information that has been copied, summarized or referenced in any Company documents).

12.6.2.    Sections 1, 3.2, 3.4, 3.5, 4.1, 4.2, 5, 7.3, 8, 9.3, 10.1, 11.1 and 11.3 - 8 (until all amounts due ICSC have been paid), 12.6, 13.3, 14, 15 – 19, 21, 23 and Exhibit B (in accordance with Section 3 thereof) shall survive the expiration or termination of this Agreement.

12.6.3.    Company shall pay all amounts due to ICSC within thirty (30) days of ICSC’s final invoice. Expiration or termination of this Agreement shall not release the Parties from any liability, including payment obligations, which at the time of termination has already accrued or which thereafter may accrue with respect to any act or omission before expiration or termination, or from any obligation which is expressly identified in this Agreement as surviving expiration or termination.

12.6.4.    Neither Party shall be liable to the other for damages of any sort resulting solely from its termination of this Agreement or a Purchase Agreement in accordance with its terms.

• 13.  Representations and Warranties.
  • Each Party represents and warrants to the other Party that: (a) it is a corporation or other legal entity duly organized or formed and validly existing under the laws of the jurisdiction in which it was incorporated or formed; (b) it has all requisite corporate or equivalent power and authority to execute and deliver this Agreement and perform its obligations under this Agreement; and (c) the acceptance and performance of this Agreement by it does not and will not conflict, violate, or breach any other contract or obligation of such Party or any applicable law or regulation to which such Party is subject.
  • ICSC warrants to Company, for Company’s benefit only, that the ExpressPlay Service will perform substantially in accordance with its then-current documentation. Notwithstanding anything to the contrary in this Agreement or otherwise, in the event of any breach by ICSC of the warranty in this Section 13.2, Company’s sole and exclusive remedy will be: (i) for ICSC to use commercially reasonable efforts to correct the nonconformance in the ExpressPlay Service as part of the Support Plan; or (ii) if ICSC believes such remedy is impracticable, ICSC may, at its option, terminate this Agreement and refund Company any unused, prepaid fees for the ExpressPlay Service applicable to periods after the date ICSC received notice of the applicable non-conformity. To receive warranty remedies, Company must report the non-conformity in writing to ICSC within thirty (30) days after Company first identifies the non-conformity in the ExpressPlay Service.
  • Company represents, warrants and covenants that: (a) it possesses all rights, approvals, licenses, consents and permissions necessary for it to perform its obligations hereunder, including any End User consent that may be required; (b) it has entered into all agreements (including the Apple Developer Program License Agreement, if applicable) required by the Commercial DRM providers for the Commercial DRMs that Company accesses pursuant to this Agreement, it will comply with each applicable obligation of such agreements, and all such agreements shall remain in full force and effect during the Term for so long as they are applicable; (c) it has not assigned any patent or patent application in anticipation of entering into this Agreement; (d) if Company provides ICSC with Personal Data, Company shall comply with all laws and regulations applicable to the collection, storage, and transfer of such data; (e) all content processed hereunder by any Company Service or ICSC Service, and any Company Product or Company Service, shall not, directly or indirectly, infringe, violate or misappropriate any third party’s rights or violate any law; (f) it will use commercially reasonable methods to prevent unauthorized access, disclosure or distribution of Content Keys; and (g) it shall not make any representation or warranty to any third parties (including its Affiliates) on behalf of ICSC or related to the Licensed Technology or any of the ICSC Services.
• 14.  Disclaimers and Acknowledgements

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 13.2 AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ICSC MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AS TO ANY MATTER OR INFORMATION PERTAINING TO THE ICSC SERVICES, LICENSED TECHNOLOGY, OR SUPPORT PLAN, AND DISCLAIMS ALL OTHER WARRANTIES INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, WORKMANLIKE QUALITY, NON-INFRINGEMENT, TITLE, SUITABILITY, ACCURACY, AVAILABILITY, RELIABILITY, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR OTHERWISE. ICSC DOES NOT REPRESENT OR WARRANT THAT THE ICSC SERVICES OR SUPPORT PLAN SERVICES WILL BE ERROR FREE, UNINTERRUPTED, OR FREE OF HARMFUL COMPONENTS, OR THAT COMPANY’S DATA, CONTENT, OR OTHER MATERIALS WILL BE SECURE OR NOT LOST OR DAMAGED. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE LICENSED TECHNOLOGY, ICSC SERVICES, AND SUPPORT PLAN ARE PROVIDED ON AN “AS IS” BASIS ONLY. NO ADVICE OR INFORMATION OBTAINED BY COMPANY FROM ICSC SHALL CREATE ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY STATED IN SECTION 13. COMPANY ACKNOWLEDGES THAT (A) ICSC MAY MODIFY THE ICSC SERVICES OR THE LICENSED TECHNOLOGY DURING THE TERM, INCLUDING IN AN EFFORT TO IMPROVE THEIR SECURITY, OPERATIONAL PERFORMANCE, AND/OR UTILITY, AND (B) THIS AGREEMENT MAY NOT GRANT COMPANY ALL OF THE THIRD PARTY RIGHTS THAT COMPANY MAY NEED IN ORDER TO MAKE ITS INTENDED USES OF THE LICENSED TECHNOLOGY OR ICSC SERVICES (E.G., PATENT LICENSES TO USE THIRD PARTY AUDIO AND/OR VIDEO ENCODING AND/OR DECODING TECHNOLOGY), AND THAT COMPANY ALONE (AND NOT ICSC) SHALL BE RESPONSIBLE FOR SECURING ANY ADDITIONAL RIGHTS NEEDED FOR SUCH PURPOSE.

• 15.  Indemnification.
  • Indemnification by ICSC. ICSC shall defend Company against any third party claim, lawsuit, or proceeding (a “Claim”) alleging that Company’s use of the ExpressPlay Service and ExpressPlay Binaries (if applicable), in the form provided by ICSC and when used in accordance with their documentation and in compliance with this Agreement, infringes that third party’s intellectual property rights, and shall pay the amount of any adverse final judgment or settlement to which ICSC consents. ICSC shall have no obligation or liability under this Section 15.1 to the extent the third party claim arises from: (a) Company’s failure to incorporate a software or other update or upgrade to the ExpressPlay Service or ExpressPlay Binaries made available by ICSC that would have avoided the alleged infringement; (b) modification of the ExpressPlay Service or ExpressPlay Binaries by anyone other than ICSC; (c) specifications, instructions, features, functions, designs, or other elements provided by or requested by Company; (d) use of the ExpressPlay Service or ExpressPlay Binaries in combination with any other product, service, process, content, or material not provided by ICSC; or (e) any use of the ExpressPlay Service or ExpressPlay Binaries that is in breach of this Agreement, or any other act by Company or any End User that is in breach of this Agreement. If any portion of the ExpressPlay Service or ExpressPlay Binaries is alleged to infringe any third-party intellectual property right, then ICSC may, at its option and expense, (i) procure the rights to use that portion of the ExpressPlay Service or ExpressPlay Binaries alleged to be infringing; (ii) replace the alleged infringing portion of the ExpressPlay Service or ExpressPlay Binaries provided there is no material loss of functionality; or (iii) modify the alleged infringing portion of the ExpressPlay Services or ExpressPlay Binaries to make it non-infringing. If none of the foregoing options is reasonably available to ICSC, in its judgment, then use of the ExpressPlay Service and ExpressPlay Binaries may be terminated at the option of ICSC, and ICSC’s sole liability will be to refund any unused, prepaid fees for the ExpressPlay Service and ExpressPlay Binaries applicable to periods after the date of termination. The remedies provided in this Section 15.1, constitute the entire liability of ICSC and Company’s sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights.
  • Indemnification by Company. Company shall (a) defend ICSC, its Affiliates, and their respective licensors, employees, officers, and directors against any Claim arising out of or related to (i) Company’s use of the ICSC Services or Licensed Technology other than in accordance with this Agreement; (ii) any Company Service, Company Product, or content or materials provided by or through a Company Service; (iii) any breach (or alleged breach) of Company’s representations, warranties or covenants in Section 13; and (v) any breach (or alleged breach) of Company’s obligations to its customers or End Users or dispute between Company and its customers or End Users; and (b) pay the amount of any adverse final judgment or settlement to which Company consents.
  • Indemnification Process. The Party seeking indemnification under this Section 15 (the “Indemnified Party”) must: (a) notify the other Party (the “Indemnifying Party”) in writing of the applicable Claim promptly; (b) give the Indemnifying Party control of the defense and related settlement negotiations; and (c) cooperate with the Indemnifying Party in defending or settling such Claim. The Indemnifying Party will not enter into any settlement or other compromise that imposes any cost or obligation on the Indemnified Party or otherwise adversely affects the Indemnified Party without the Indemnified Party’s written approval, not to be unreasonably withheld. The Indemnified Party may participate, on a non-controlling basis, in the defense and settlement of the Claim with counsel of the Indemnified Party’s choice at the Indemnified Party’s expense. An Indemnifying Party’s defense and payment obligations under this Section 15 will be diminished to the extent that it is materially prejudiced by the Indemnified Party’s non-compliance with the foregoing procedures.
• 16.  LIMITATIONS/EXCLUSIONS OF LIABILITY.

UNDER NO CIRCUMSTANCES WILL ICSC OR ANY OF ITS AFFILIATES BE LIABLE TO COMPANY UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE), AND WHETHER OR NOT ICSC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR FOR BUSINESS INTERRUPTION OR LOSS OF INCOME, DATA, PROFITS, CUSTOMERS, REVENUE OR GOODWILL, OR FOR THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF ICSC OR ANY OF ITS AFFILIATES FOR ALL CLAIMS AND CAUSES OF ACTION UNDER THIS AGREEMENT, REGARDLESS OF THE BASIS OF LIABILITY, EXCEED THE AMOUNT OF THE FEES PAID TO ICSC BY COMPANY HEREUNDER DURING THE SIX (6) MONTH PERIOD PRIOR TO THE INITIAL EVENT(S) GIVING RISE TO THE LIABILITY. THE FOREGOING LIMITATION IS CUMULATIVE, WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT, AND THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THAT LIMIT. THIS SECTION WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THE AGREEMENT IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. FURTHER, COMPANY’S SOLE AND EXCLUSIVE REMEDY FOR UNAVAILABILITY OF THE EXPRESSPLAY SERVICE ARE ANY SERVICE CREDITS THAT MAY BE AVAILABLE UNDER THE SLA. THE LIMITATIONS IN THIS SECTION 16 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

• 17.  Confidentiality.
  • Except as expressly authorized herein, each Party agrees not to disclose the other Party’s Confidential Information to third parties without the disclosing party’s prior written consent and shall use the other Party’s Confidential Information only to perform its obligations and exercise its rights under this Agreement. Each Party may disclose the other Party’s Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for ICSC, the subcontractors referenced in Section 23.6), provided that such representatives are bound to confidentiality obligations no less protective of the Confidential Information of the other Party than this Section 17 and that the disclosing Party remains responsible for compliance by any such representative with the terms of this Section 17. Each Party shall take the same degree of care that it uses to protect its own Confidential Information of a similar nature (but in no event less than reasonable care) to protect the confidentiality of the Confidential Information of the other party.
  • Either Party may disclose Confidential Information in accordance with a judicial or other governmental order, provided that such Party, except where prohibited by applicable law, gives the other Party reasonable written notice prior to such disclosure to allow it an opportunity to seek a protective order or other remedy. If, in the absence of a protective order or other remedy, the Party is nonetheless legally compelled to disclose the other Party’s Confidential Information, such Party may, without liability hereunder, disclose that portion of the Confidential Information which is legally required to be disclosed, provided that such Party exercises reasonable efforts to preserve the confidentiality of the Confidential Information.
• 18. Feedback.

Company has no obligation to give ICSC any Feedback. ICSC may use and include any Feedback that Company provides to improve the ICSC Services, Licensed Technology or other technologies or services. Accordingly, if Company provides Feedback, Company agrees ICSC and its licensees may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback in the ICSC Services, Licensed Technology or other technologies or services. Company further agrees not to provide any Feedback that Company knows (i) is subject to a patent, copyright or other intellectual property claim or right of any third party or (ii) is subject to license terms which seek to require any products incorporating or derived from such Feedback, or other ICSC intellectual property, to be licensed to or otherwise shared with any third party.

• 19. Press Releases; Identification Rights

The Parties may issue a mutually acceptable joint press release announcing that Company has become a licensee of the Licensed Technology and a user of ICSC Services within thirty (30) days of the Effective Date or as otherwise agreed to by the Parties. In addition, ICSC shall have the right to publicly identify Company as a customer without further consent of Company. Company grants ICSC a royalty-free right to display Company’s logo, trademarks, and other branding indicia during the Term at the locations on ICSC’s website and in its promotional literature where ICSC lists its customers, in a manner that is no more prominent than the logos, trademarks, and other branding indicia of ICSC’s other customers that are displayed at the same location.

• 20.  Export and Import Controls
  •    Company will comply with all applicable export and import control laws and regulations, including the laws and regulations of the United States (including the United States Bureau of Industry and Security and other applicable agencies) and any other applicable jurisdiction (collectively, “Export Laws”) and shall ensure that neither the ICSC Services nor Licensed Technology nor any direct product thereof is (a) exported, directly or indirectly, in violation of Export Laws, or (b) intended to be used for any purposes or by any entity prohibited by the Export Laws. Without limiting the foregoing, Company will not, directly or indirectly, export or re-export, or permit the export or re-export of any Licensed Technology to any country for which approval is required under the laws of the United States or any other country unless the appropriate export license or approval has first been obtained. Without limiting the generality of the foregoing, Company agrees that it does not intend to nor will it, directly or indirectly, engage in any export or re-export (i) to any prohibited destination under U.S. export restrictions, or to any national of any such country, wherever located, (ii) to any entity or individual who Company knows or has reason to know is engaging in the design, development or production of nuclear, chemical or biological weapons, or missile technology, or (iii) to any entity or individual who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. Government, including the U.S. Department of Treasury’s Office of Foreign Assets Control and the U.S. Bureau of Industry and Security. Company will provide ICSC with copies of all export registrations and filings with the United States government.
  •    Without limiting Section 20.1, (i) Company represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; (ii) Company will not (and will not permit any third parties to) access or use any ICSC Services or Licensed Technology in violation of any U.S. export embargo, prohibition or restriction; and (iii) Company will not submit to any ICSC Services any information that is controlled under the U.S. International Traffic in Arms Regulations.
• 21.  Log Records

Company is responsible for downloading records of transactions within thirty (30) days of record creation.

• 22.  Processing of Personal Data

Company may provide to ICSC certain Personal Data of its customers, employees, contractors, and other personnel in connection with the performance of this Agreement. Company represents and warrants that it has and will maintain all necessary consents, rights, and permissions to provide such Personal Data to ICSC. If Personal Data provided by Company to ICSC for the delivery of ICSC Services are subject to EU Data Protection Law, Exhibit B (“Data Processing Addendum”) to this Agreement shall apply.

• 23.  General Provisions
  •    Notice.
    • To Company. ICSC may provide any notice to Company under this Agreement by posting a notice on the ExpressPlay website (www.expressplay.com or www.expressplay.cn (as applicable)) or sending a message to the email address then associated with Company’s account. Company may change its address and email address for notices, billing email address and its registration and credit card information by providing that information at https://admin.expressplay.com. It is Company’s responsibility to keep its contact information current. Notices will be effective as of posting on the ExpressPlay website or when ICSC sends the email, as applicable. Company will be deemed to have received any email sent to the email address then associated with its account when ICSC sends the email, whether or not Company actually receives the email.
    • To ICSC. Company must provide notices to ICSC under this Agreement by personal delivery, overnight courier or registered or certified mail, in all cases with a copy by email (as specified below). ICSC’s address for notices is: Intertrust Cloud Services Corporation, Attn: Legal Department, 920 Stewart Drive, Suite 100, Sunnyvale, CA 94085, with a copy to legal@intertrust.com. ICSC may change its address for notices by providing written notice as set forth in Section 23.1.1. Notices will be effective when the copy sent by personal delivery, overnight courier or registered or certified mail, as applicable, is received by ICSC.
  •    Independent Contractors. Nothing in this Agreement should be construed as creating an agency, partnership, joint venture, franchise, or employment relationship between the Parties. Neither Party has the authority to make any statements, representations or commitments on behalf of the other Party of any kind or to take any action binding on the other except to the extent (if any) expressly provided for in this Agreement.
  •    Equitable Remedies. Each Party agrees that it may be impossible or inadequate to measure and calculate a Party’s damages from any breach of the obligations set forth in Sections 3.1 – 3.5, 8, 10, 12.5.1 and 17 above. Accordingly, each Party agrees that if it or any of its agents breach, threaten an imminent breach, or anticipatorily repudiate any such provision, in addition to any other right or remedy available, the other Party shall be entitled to injunctive relief, specific performance, and/or other equitable relief as applicable. The Parties further agree that in no such case will it be entitled to (nor shall it assert any claim or defense) that the other Party has or had an adequate remedy at law.
  •    Governing Law; Dispute Resolution. This Agreement shall be construed and controlled by the laws of the State of California (excluding any conflicts of laws principles that would result in the application of the laws of a different jurisdiction). Except as provided in the following paragraph, venue over all disputes arising under or related to this Agreement must be in the state and federal courts within the State of California and County of Santa Clara. Both Company and ICSC irrevocably waive all defenses of lack of personal jurisdiction and forum non conveniens for actions commenced in those courts.

In the event that Company is headquartered outside of the United States and its territories and does not have any subsidiaries or assets in the United States or its territories, the Parties agree that all disputes arising under or related to this Agreement shall be submitted to binding arbitration in accordance with the JAMS International Arbitration Rules. Any such arbitration will be conducted in English before a single arbitrator in Santa Clara County, California, U.S.A. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

The remainder of this Section notwithstanding, either Party may apply to any court at any time to obtain any injunctive or other equitable relief necessary to prevent it from suffering or continuing to suffer an injury with respect to which there is no adequate remedy at law. Process may be served on either Party in the manner authorized by applicable law, court rule, or the JAMS International Arbitration Rules (in the case of arbitration). In any litigative or arbitral action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing Party shall be entitled to recover its costs and expenses, including reasonable attorneys’ fees and costs incurred in connection with such action, including any appeal of such action.

23.5.      Assignment. Company may not assign this Agreement, or any rights or obligations hereunder, whether by operation of contract, law or otherwise, except with the express written consent of ICSC. ICSC may assign this Agreement, or any rights or obligations hereunder, without Company’s consent (a) in connection with a merger, acquisition or sale of all or substantially all of ICSC’s assets or assets associated with the ICSC Services or Licensed Technology, or (b) to any Affiliate or as part of a corporate reorganization. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the Parties and their respective permitted successors and assigns. Any attempted assignment of rights or delegation of performance in violation of this Section is void.

23.6.      Subcontractors. ICSC may use the services of subcontractors and permit them to exercise the rights granted to ICSC hereunder in order to provide the applicable ICSC Services, Support Plan, and/or Licensed Technology under this Agreement. ICSC shall remain responsible for (a) compliance of any such subcontractor with the terms of this Agreement and (b) the overall provision of the ICSC Services, Support Plan, and Licensed Technology as required under this Agreement.

23.7.      Construction. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of this Agreement will be enforced to the maximum extent permissible so as to affect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.

23.8.      Security Directives. Company acknowledges that ICSC may implement security directives due to Commercial DRM requirements, which may restrict devices from rendering protected content or require ICSC not to process transaction requests from certain devices.

23.9.      Order of Precedence. In the event of a conflict between any provision of any exhibit(s) or appendices to this Agreement, on one hand, and a provision appearing in the body of this Agreement, on the other hand, the provision appearing in the body of this Agreement shall control and prevail. In the event of any conflict between the terms of this Agreement and the terms of a Purchase Agreement, the terms of the Purchase Agreement shall control and prevail, unless such conflict relates to Section 14 (Disclaimers and Acknowledgements) or Section 16 (Limitations/Exclusions of Liability) of this Agreement, in which case the terms of this Agreement shall control and prevail.

23.10.  Interpretation. For purposes of interpreting this Agreement, (a) unless the context otherwise requires, the singular includes the plural, and the plural includes the singular; (b) unless otherwise specifically stated, the words “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section or paragraph; (c) the words “include” and “including” will not be construed as terms of limitation, and will therefore mean “including but not limited to” and “including without limitation”; and (d) the captions and section and paragraph headings used in this Agreement are inserted for convenience only and will not affect the meaning or interpretation of this Agreement.

23.11.  Entire Agreement. This Agreement, including any exhibits and appendices attached hereto, which are incorporated by this reference, together with any fully-executed Purchase Agreements constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous communications, negotiations and agreements, whether written or oral, between the Parties. No unilateral terms or conditions on materials issued by Company, including purchase orders, purchase agreements, and order forms, will be used to interpret or amend the Parties’ legal rights and responsibilities as they pertain to this Agreement, the Licensed Technology, the ICSC Services or the Support Plan services and ICSC specifically objects to such terms.

23.12.  Force Majeure. Neither Party shall be liable to the other Party or its Affiliates for non-performance or delay in performance of any of its or its suppliers’ obligations under this Agreement, other than the obligation to pay amounts due to the other Party in a timely manner, due to causes reasonably beyond its control including, fire, flood, epidemic, natural disasters, strikes, lock-out, labor trouble, other industrial disturbances, systemic electrical, telecommunications, or other utility failures, lack of raw materials or supplies, failure in third party software, unavoidable accidents, blockages, embargoes, Internet or other service provider failure or delay, governmental regulations, acts or orders, war, riots, acts of terrorism or sabotage, and insurrections. Should any such event of force majeure continue for thirty (30) days or more, either Party may terminate this Agreement upon written notice to the other Party.

23.13.  U.S. Government End-Users. Each of the components that constitute the Licensed Technology is a “commercial item” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Licensed Technology with only those rights set forth herein.

23.14.  Governing Language. This Agreement is written in English. In the event this Agreement is translated into any language other than English, the original English version shall control and prevail on any question of interpretation or otherwise. All communications and notices to be made or given pursuant to this Agreement must be in the English language.

23.15.  Headings. The headings in this Agreement are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of this Agreement.

Exhibit A

Basic Service Level Agreement and Support Service

This statement of the ExpressPlay Basic Service Level Agreement (“SLA”) and description of the ExpressPlay ticket support service (“Support Service”) is an exhibit to the ExpressPlay Agreement (the “Agreement”). All capitalized terms not otherwise defined in this Exhibit shall have the meanings ascribed to them in the Agreement.

I.Definitions

• 1. “Downtime Percentage” means the percentage obtained by dividing (a) the number of minutes that the ExpressPlay Service was Unavailable during a given calendar month (excluding any Excluded Periods), by (b) the total number of minutes in such calendar month.
• “2. Eligible Credit Period” means the calendar month in which a Shortfall Event occurred for which Company is requesting a credit.
• “3. Excluded Period” means any period during which (a) upon Required Notice to Company, ICSC performs maintenance of the ExpressPlay Service that requires that the ExpressPlay Service be Unavailable, (b) ICSC’s performance is impeded by an event described under Section IV (Service Disclaimer) below, (c) a transaction volume increase is experienced where Company did not comply with the applicable notice requirements, or (d) Company’s access to or use of the ExpressPlay Service is suspended pursuant to this Agreement.
• “4. Problem” means the ExpressPlay Service (and/or ExpressPlay Binaries, if applicable) does not materially perform in the manner described in its documentation.
• “5. Problem Resolution” means the implementation and release of a correction, patch, fix, alteration, or temporary workaround that eliminates a Problem.
• “6. Required Notice” means no less than five (5) days, except when a security vulnerability warrants, in the sole discretion of ICSC, a more timely response, in which case such notice shall be provided as reasonably in advance of the maintenance as is practicable under the circumstances.
• “7. Shortfall Event” means a calendar month in which ICSC fails to achieve an Uptime Percentage of 99.9%.
• “8. Support Ticket” means the mechanism defined by ICSC to record Problems and track their resolution.
• “9. Unavailable” (and its correlate, “Unavailability”) means the time period during which ICSC monitoring tools and records indicate that all Service Transactions failed and ICSC transaction logs indicate that no Service Transactions were completed.
• 10. “Uptime Percentage” means the percentage calculated by subtracting the Downtime Percentage from 100%.

II.ICSC Service Levels

• 1. Service Response Times. Subject to Company’s compliance with the notice requirement in Section 7.2 of the Agreement and excluding periods during which the ExpressPlay Service is Unavailable, ICSC shall use commercially reasonable efforts to achieve the following Service Transaction response times for the ExpressPlay Service operating within an Amazon Web Services (AWS) or other service provider cloud platform for at least ninety-five percent (95%) of Service Transactions each calendar month:

• a. Secure Instruction Acquisition: Less than two (2) second response time to a request for an acquisition of a secure instruction;
• b. Streaming ExpressPlay Transaction: Less than three (3) second response time to secure instructions to obtain a Content Key for Marlin Managed Content;
• c. Broadband Registration ExpressPlay Transaction: Less than five (5) second response time to a request to Register a device; and

d. Broadband ExpressPlay Transaction: Less than five (5) second response time to secure instructions to obtain a license to Marlin Managed Content.

• 2. Availability Commitment. ICSC shall use commercially reasonable efforts to achieve a monthly Uptime Percentage of 99.9%. If Company requests a credit and ICSC confirms that a Shortfall Event has occurred, ICSC shall issue Company a credit of up to ten percent (10%) of the Service Transaction fees incurred by Company during the Eligible Credit Period. Any such credit shall be applied against Company’s next invoice. Credits will not entitle Company to any refund or other payment from ICSC and are non-transferable. All requests for a credit for a Shortfall Event must be submitted to ICSC in writing within ten (10) days of the occurrence of the Shortfall Event together with documentation evidencing the Shortfall Event. Company’s sole and exclusive remedy for any unavailability of the ExpressPlay Service is the receipt of a credit (if eligible) in accordance with the foregoing terms.

III.Support Service Description

• 1. ICSC will provide the Support Service exclusively to Company and shall not be responsible for directly responding to any End User. Accordingly, Company shall not identify ICSC to End Users as a provider of End User support services, nor shall Company disclose any ICSC contact information to any End User. Support for the Company will be performed via remote desktop and is subject to Company providing ICSC with VPN access thereto.
• 2. To request Problem Resolution with respect to the ExpressPlay Service or ExpressPlay Binaries, Company must submit a Support Ticket to ICSC through expressplay.zendesk.com (Company acknowledges that it must create an account with Zendesk in order to submit requests).
• 3. ICSC shall email Company to acknowledge receipt of the Support Ticket.
• 4. ICSC shall commence its efforts to achieve Problem Resolution within one week of Company’s submittal of a Support Ticket and shall acknowledge its commencement of such efforts on the ICSC support portal.
• 5. Company shall supply ICSC one or more examples of how the Problem can be reproduced using the ExpressPlay Service or the ExpressPlay Binaries, as applicable. In addition, at ICSC’s request, Company shall provide any other information that ICSC deems pertinent to its investigation. ICSC shall not be obligated to treat as a Problem any event(s) with respect to which ICSC does not receive from Company transaction information, materials, or other information sufficient for ICSC to identify or reproduce and trace the Problem.
• 6. ICSC shall attempt to resolve each Support Ticket within one (1) month of commencing work on the Support Ticket, but cannot guarantee that it will achieve Problem Resolution during that period.
• 7. ICSC shall close Support Tickets when (i) ICSC cannot reproduce the reported Problem, (ii) ICSC determines that Problem Resolution has been achieved, (iii) ICSC resolves the Problem by updating ICSC’s documentation, (iv) ICSC commits to when it will correct the Problem (e.g., in the next scheduled maintenance release), (v) Company has not responded to ICSC communications concerning the Problem over the prior two (2) weeks.
• 8. ICSC shall have the right to cease its Problem Resolution efforts if it becomes apparent to ICSC that the completion of such efforts will require more than five (5) person hours of effort by ICSC’s staff.

IV.Service Disclaimer

ICSC shall be excused from attempting to achieve Problem Resolution if its efforts to do so are impeded by:

• 1. an event of force majeure (as described in Section 23.12 of this Agreement);
• 2. the negligence or willful misconduct of Company (or others engaged or authorized by Company);
• 3. Company’s use of the ExpressPlay Service or Licensed Technology other than strictly according to the terms of this Agreement and the applicable requirements of ICSC’s documentation;
• 4. Company fails to provide ICSC with the access, information, or reasonable assistance necessary to diagnose and resolve the Problem; or
• 5. Company’s modification of the ExpressPlay Service or Licensed Technology, or combination or integration thereof with hardware, software, and/or other technology, outside the scope of this Agreement.
  

Exhibit B

DATA PROCESSING ADDENDUM

This Data Processing Addendum (this “Addendum”), is part of the ExpressPlay Agreement (“Agreement”) between ICSC (“Processor”) and Company (“Controller”) and governs Processor’s Processing of Personal Data to the extent such Personal Data relates to natural persons in the European Economic Area (“EEA”) or Switzerland in connection with Processor’s provision of the services described in the Agreement (“Services”). Except as expressly stated otherwise, in the event of a conflict between the terms of the Agreement and the terms of this Addendum, the terms of this Addendum will take precedence. The Addendum will become effective on the date that the Agreement becomes effective. Unless otherwise indicated, all capitalized terms used but not defined in this Addendum have the meanings given to them in Regulation (EU) 2016/679, the General Data Protection Regulation (“GDPR”).

The Parties agree that for the purposes of this Addendum, Controller is a Data Controller and Processor is a Data Processor.

•    1. DATA PROCESSING AND PROTECTION
  •           Limitations on Use. ICSC will Process Personal Data, as that term is defined in the GDPR, only in accordance with Company’s instructions as documented in the Agreement, including an instruction to Process Personal Data as needed to comply with all applicable laws and regulations.
  •           Definitions. “Personal Data”, “Process”, “Processing”, and other terms capitalized here shall have the meanings attributed to them by the definitions in the GDPR.
  •           Legal Basis for Processing. The Data Controller warrants that it has all necessary rights to provide the Personal Data to the Data Processor for the Processing to be performed in relation to the Services, and that one or more lawful bases set forth in EU Data Protection Law support the lawfulness of the Processing. To the extent required by EU Data Protection Law, the Data Controller is responsible for ensuring that all necessary privacy notices are provided to data subjects, and unless another legal basis set forth in EU Data Protection Law supports the lawfulness of the processing, that any necessary data subject consents to the Processing are obtained, and for ensuring that a record of such consents is maintained. Should such a consent be revoked by a data subject, the Data Controller is responsible for communicating the fact of such revocation to the Data Processor, and the Data Processor remains responsible for implementing Data Controller’s instruction with respect to the processing of that Personal Data.
  •           Confidentiality. ICSC will ensure that persons authorized to Process Personal Data have committed themselves to confidentiality or are under a statutory obligation of confidentiality.
  •           Security. ICSC will implement, maintain, monitor, and, where necessary, update appropriate administrative, technical, and physical safeguards to protect Personal Data against anticipated threats or hazards to its security, confidentiality, or integrity.
  •           Data Breaches. ICSC will notify Company without undue delay via agreed upon channels whenever ICSC learns that there has been a personal data breach (as defined in the GDPR). Taking into account the nature of Processing and the information available to ICSC, ICSC will assist Company at Company’s request in complying with Company’s notification obligations regarding Personal Data Breaches as required by the GDPR. ICSC reserves the right to charge a reasonable fee to Company for such requested assistance, to the extent permitted by applicable law.
  •           Transfer of Personal Data; Appointment. Controller authorizes Processor to transfer, store or Process Personal Data in the United States or any other country in which Processor or its Sub-processors maintain facilities. Controller appoints Processor to perform any such transfer of Personal Data to any such country and to store and Process Personal Data in order to provide the Services. Processor will conduct all such activity in compliance with the Agreement, this Addendum, applicable law and Controller’s instructions.
  •           Cross-Border Transfers. If Company is located or conducts business in a Member State of the European Economic Area, Switzerland, or any country in which the competent data protection authority has approved the use of the EU Standard Contractual Clauses, then Company (as “data exporter”) and ICSC (as “data importer”) hereby enter into, as of the Effective Date, the Standard Contractual Clauses (the text of which is available at 2010/87/: Commission Decision of 5 February 2010, which are incorporated by this reference and constitute an integral part of this Agreement. The Parties are deemed to have accepted and executed the Standard Contractual Clauses in their entirety, including the appendices to those Standard Contractual Clauses in the forms attached hereto as Appendix 1 and Appendix 2 to the Standard Contractual Clauses. To the extent of any inconsistency between this Agreement and the EU Model Clauses, the EU Model Clauses shall prevail.
  •           Subprocessing. Company authorizes ICSC to transfer Personal Data to subprocessors for purposes of providing the ICSC Services to Company. ICSC will maintain a list of the subprocessors and will provide this list to Company upon request. ICSC will provide to Company 30 days’ prior notice when adding a subprocessor to this list and the opportunity to object to such addition. Company will have 30 days from when a subprocessor is published to the list to object to the addition; if no objection is received, the subprocessor is deemed to be accepted by Company. ICSC will enter into an agreement with such subprocessor that is at least as restrictive as this Exhibit.
  •       Requests or Complaints from Individuals. Taking into account the nature of the Processing, ICSC will assist Company, at Company’s request, by appropriate technical and organizational measures, with Company’s obligation to respond to data subjects’ requests to exercise their rights under the GDPR. Taking into account the nature of the Processing and the information available to ICSC, ICSC also will assist Company at Company’s request in meeting Company’s compliance obligations regarding carrying out privacy and data protection impact assessments and related consultations of data protection authorities. ICSC reserves the right to charge a reasonable fee to Company for such requested assistance, to the extent permitted by applicable law.
  •       Audits. Upon request, Processor will make available to Controller all information necessary, and allow for and contribute to audits, including inspections, conducted by Controller or another auditor mandated by Controller, to demonstrate compliance with Article 28 of the GDPR. For clarity, such audits or inspections are limited to Processor’s Processing of Personal Data only, not any other aspect of Processor’s business or information systems. If Controller requires Processor to contribute to audits or inspections that are necessary to demonstrate compliance, Controller will provide Processor with written notice at least 60 days in advance of such audit or inspection. Such written notice will specify the things, people, places or documents to be made available. Such written notice, and anything produced in response to it (including any derivative work product such as notes of interviews), will be considered Confidential Information and, notwithstanding anything to the contrary in the Agreement, will remain Confidential Information in perpetuity or the longest time allowable by applicable law after termination of the Agreement. Such materials and derivative work product produced in response to Controller’s request will not be disclosed to anyone without the prior written permission of Processor unless such disclosure is required by applicable law. If disclosure is required by applicable law, Controller will give Processor prompt written notice of that requirement and an opportunity to obtain a protective order to prohibit or restrict such disclosure except to the extent such notice is prohibited by applicable law or order of a court or governmental agency. Controller will make every effort to cooperate with Processor to schedule audits or inspections at times that are convenient to Processor. If, after reviewing Processor’s response to Controller’s audit or inspection request, Controller requires additional audits or inspections, Controller acknowledges and agrees that it will be solely responsible for all costs incurred in relation to such additional audits or inspections.
  •       Regulatory Investigations. Upon notice to ICSC, ICSC will assist and support Company in the event of an investigation by any regulator, including a data protection authority, or similar authority, if and to the extent that such investigation relates to Personal Data handled by ICSC in connection with the ICSC Services. Such assistance will be at Company’s sole expense, except where investigation was required due to ICSC’s acts or omissions, in which case such assistance will be at ICSC’s sole expense.
  •       Retention. Controller shall inform Processor of the desired retention period for Personal Data received by Processor in connection with the Agreement to ensure that personal data is retained only for so long as may be reasonably required in connection with Processor’s performance of the Agreement or as otherwise required under applicable law.
  •       Return or Disposal. At Company’s discretion, ICSC will destroy or return all Personal Data to Company after the end of the provision of the ICSC Services, unless continuing obligations or applicable law permits or requires later processing of the Personal Data.
  •       Adverse Changes. ICSC will notify Company without undue delay if ICSC: (i) has reason to believe that it is unable to comply with any of its obligations under this Exhibit and it cannot cure this inability to comply within a reasonable timeframe; or (ii) becomes aware of any circumstances or change in applicable law that is likely to prevent it from fulfilling its obligations under this Exhibit. In the event that this Exhibit, or any actions to be taken or contemplated to be taken in performance of this Exhibit, do not or would not satisfy either Party’s obligations under the laws applicable to each Party, the Parties will negotiate in good faith upon an appropriate amendment to this Exhibit. In the event that the Parties are not able to negotiate an appropriate amendment such that the Parties would meet their obligations under applicable law, the Parties, and either of them, have the right to terminate or otherwise modify the Agreement to avoid contractual obligations hereunder that would be inconsistent with their obligations under applicable law.

• 2. SEVERABILITY AND CONFLICTS. In the event any provision of this Exhibit is held to be invalid or unenforceable by any court of competent jurisdiction, such holding will not invalidate or render unenforceable any other provision herein. This Exhibit is expressly incorporated into the Agreement. In the event of any conflict or inconsistency between the terms of this Exhibit and the Agreement, the terms of this Exhibit prevail. In the event of any conflict or inconsistency between the terms of this Exhibit and the Agreement, on the one hand, and the terms of any framework or data transfer agreement entered into pursuant to Section 1.5 of this Exhibit B, the terms of such framework or data transfer agreement prevail.
• 3. SURVIVAL. The obligations of ICSC under this Exhibit will continue for so long as ICSC continues to have access to, is in possession of or acquires Personal Data, even if the Agreement has expired or has been terminated.

Appendices to EU Model Clauses

Standard Contractual Clauses (processors)

Appendix 1 to the Standard Contractual Clauses

This Appendix forms part of the Clauses and must be completed and signed by the parties. The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix

Data exporter

The data exporter is a company providing digital content to end-users.

Data importer

The data importer is a company providing personalization of end-user devices, end-user software to the Data Exporter’s end-users, and serving licenses and artifacts supporting end-users’ rendering of the digital content provided by the Data Exporter, all as specified in the Agreement.

Data subjects

The personal data transferred concern the following categories of data subjects (please specify):

Company personnel

End-users of the customer’s digital content distribution service.

Categories of data

The personal data transferred concern the following categories of data (please specify):

Personnel information including Given Name, Surname, e-mail address, telephone number, job title, employer, physical employment address

End-user data includes usage data, device and customer identifiers.

Special categories of data (if appropriate)

The personal data transferred concern the following special categories of data (please specify): None

Processing operations

The personal data transferred will be subject to the following basic processing activities (please specify):

The processing required to fulfil Data Importer’s obligations under the Agreement.

DATA EXPORTER Name:……………………………… Authorised Signature ……………………

DATA IMPORTER Name:……………………………… Authorised Signature ……………………

Appendix 2 to the Standard Contractual Clauses

This Appendix forms part of the Clauses and must be completed and signed by the parties

Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(c) and 5(c):

• 1. Purpose: This Appendix sets forth the information security program and infrastructure policies that ICSC will meet and maintain in order to protect Company Personal Data from unauthorized use, access or disclosure, during the Term of the Agreement.

• 2. Information Security Management Program (the “ISMP”): ICSC represents that it will maintain throughout the term of the Agreement a written information security management program designed to protect and secure Company Personal Data from unauthorized access or use. The ISMP will be documented and updated based on changes in applicable legal and regulatory requirements related to privacy and data security practices and industry standards.
• 3. Standards: ICSC incorporates commercially reasonable and appropriate methods and safeguards to protect the security, confidentiality, and availability of Company Personal Data.
• 4. Information Security Policies: ICSC will implement, maintain, and adhere to its internal information security and privacy policies that address the roles and responsibilities of ICSC’s personnel who have access to Company Personal Data in connection with providing the Services. All ICSC personnel with access to Company Personal Data will receive regular (at least annual) training on the ISMP.
• 5. Information Security Infrastructure:
  • a. Access Controls: ICSC will ensure appropriate access controls are in place to protect Company Personal Data. ICSC agrees that it shall maintain, throughout the term of the Agreement and at all times while ICSC has access to or possession of Company Personal Data, appropriate access controls (physical, technical, and administrative) and shall maintain such access controls in accordance with ICSC’s policies and procedures.
  • b. Authorized Persons: ICSC will limit access to Company Personal Data solely to ICSC personnel who have a need to access the Company Personal Data in connection with the Services or as otherwise required by applicable law.
  • c. Access Justification/Authorization Process: ICSC has a process in place that is designed to ensure that only authorized persons (technical and non-technical) are granted access to Company Personal Data.
  • d. Encryption: ICSC will encrypt Company Personal Data which is at rest, should it reside outside of the production security zone. ICSC will use at a minimum AES algorithm for encryption of such Company Personal Data at rest with a default value of 256 bit strength. For Company Personal Data in transit, ICSC agrees to use encryption unless the Company uses a method of transmission which does not support encryption (such as unencrypted FTP, email, etc.).
  • e. Network and Host Security: ICSC has commercially reasonable network intrusion detection and firewalls in place. ICSC uses reasonable efforts to ensure that the systems it uses to provide the Services are patched or secured to mitigate the impact of security vulnerabilities within a reasonable time after ICSC has actual or constructive knowledge of any critical or high-risk security vulnerabilities.
  • f. Data Management: ICSC will have adequate information security infrastructure controls in place for Company Personal Data obtained, transported, and retained by ICSC. ICSC will destroy, delete, or otherwise make irrecoverable Company Personal Data upon the disposal or repurposing of storage media containing such Company Personal Data. Company Personal Data is logically separated from the content of other ICSC customers.
  • g. Physical Security: Physical security safeguards include physical safety and security safeguards at any facilities operated by ICSC or used in the course of providing the Services.
• 6. Disaster Recovery. ICSC implements and maintains disaster recovery capabilities designed to minimize disruption to the Services in accordance with the Service Agreement and the SLA.

 

DATA EXPORTER Name:……………………………… Authorised Signature ……………………

DATA IMPORTER Name:……………………………… Authorised Signature ……………………