Synopsis SaaS Subscription Agreement 2019-11-27 - PFM Countersigned

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Rev. 24.10.18 – Annex C – Terms and Conditions herein to its advisers and (potential and actual) investors, subject to a confidentiality undertaking). The Customer Data is the confidential information of Customer and PFM shall take reasonable measures to protect the Customer Data, except to the extent that applicable law requires the Customer data to be kept publicly available. 15. Privacy Policy. To the extent that any personally identifiable information is collected by or on behalf of PFM, it shall be used by PFM in accordance with the PFM privacy policy which is available at https://www.pfm.com/privacy and may be modified by PFM from time to time. 16. Reference Customer. PFM may use Customer’s name and logo on its website and in its promotional materials to state that Customer is a customer of PFM and Application user, but will not imply that the parties are affiliated. 17. Independent Contractors. The parties are independent contractors. Nothing herein shall create a partnership, joint venture, agency, or employment relationship between the parties. Neither party may make, or undertake, any commitments or obligations on behalf of the other. 18. Assignment. The Agreement and any rights or obligations thereunder may not be transferred or assigned by Customer without the prior written consent of PFM. PFM reserves the right to subcontract any of the Services to third parties. PFM further reserves the right to subcontract other services , including hosting, data storage, and/or backup services. Subject to the foregoing conditions, the Agreement shall be binding upon and inure to the benefit of each party and its respective assigns. Any prohibited assignment shall be null and void. 19. Notice. Unless otherwise agreed to by the parties, any notice under the Agreement shall be in writing and addressed and delivered to the other party’s address or email set forth in the Subscription Agreement. Notice shall be deemed to have been received by a part y: (i) when delivered personally by hand (with written confirmation of receipt); (ii) on the business day sent, if sent by email, receipt confirmation requested, before 5pm (or on the next business day if sent after 5pm); or (iii) on the fifth (5th) business day after which such notice is deposited prepaid in the registered postal system. Either party may change its address for notice purposes upon issuance of notice thereof in accordance with this section. 20. Governing Law and Settlement of Disputes. 20.1. The Agreement shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws provisions. The United Nations Convention for the International Sale of Goods shall not apply. 20.2. In the event of any dispute arising out of the Agreement, each party agrees to cooperate and negotiate in good faith with the other party in an effort to amicably resolve said dispute. Except as otherwise required by applicable non-waivable law, all disputes arising out of the Agreement shall be subject to, and each party hereby consents to, the sole and exclusive jurisdiction of the competent courts located in Philadelphia, Pennsylvania. Notwithstanding the foregoing, PFM may seek injunctive or other equitable relief in any jurisdiction in order to protect its intellectual property rights. General. The headings used herein are for convenience only and shall in no case be considered in construing the Agreement. Any subscription agreement entered into between the parties shall be deemed to incorporate these Terms and Conditions. If a subscription agreement contains terms that purport to modify or supplement these Terms and Conditions then those subscription agreement terms shall have no force or effect, unless expressly agreed to in writing by both parties. In the case of an inconsistency or contradiction between these Terms and Conditions and any subscription agreement, these Terms and Conditions shall prevail. DocuSign Envelope ID: BA71619D-5796-4319-85EF-917E1B819551