Effective Date: [URL POSTING DATE]

Preamble

These Country-Specific Terms (these “Country-Specific Terms”) form part of the Master Services Agreement between Customer and Service Provider (as identified on the Order Form) (the “Agreement”). Capitalized terms used but not defined in these Country-Specific Terms have the meanings given in the Agreement.

For purposes of these Country-Specific Terms, Customer is considered to be located in the country specified in the applicable Order Form (or, if no country is specified, the country of Customer’s principal place of business). These Country-Specific Terms set forth provisions that replace, supplement, or modify equivalent provisions of the Agreement where Customer is located in, organized under the laws of, or transacting under the laws of, one of the jurisdictions identified below.

In the event of any conflict between these Country-Specific Terms and the body of the Agreement, these Country-Specific Terms prevail with respect to Customer in the applicable jurisdiction. In the event of any conflict between these Country-Specific Terms and the Data Processing Addendum with respect to the processing of Personal Data, the Data Processing Addendum prevails.

Order of application: Where Customer’s jurisdiction is covered by both a country-specific section (for example, France) and a regional section (for example, the United Kingdom, European Economic Area and Switzerland section), the country-specific section governs to the extent of any inconsistency.

Part A. Customers Located Outside the United States and Canada

The following provisions apply to all Customers located outside the United States and Canada, in addition to (and to the extent of any conflict, supplementing) the country-specific or regional sections that follow.

A.1   Confirmation of Dispute Resolution Framework.

Customer acknowledges that, under Section 11.4 of the Agreement, any Dispute arising out of or relating to the Agreement that is not resolved under Section 11.2 (Good-Faith Negotiation) shall be referred to mediation under the WIPO Mediation Rules, and if not resolved within sixty (60) days of commencement of the mediation, finally determined by arbitration under the WIPO Expedited Arbitration Rules. The language of any mediation or arbitration shall be English. The award of the arbitrator(s) shall be accompanied by a statement of the reasons upon which the award is based.

A.2   Place of Mediation and Arbitration.

Mediation shall be held at a convenient location in the country where Customer is located, unless the country-specific section below specifies a different city. With respect to arbitration, the place of arbitration shall be Geneva, Switzerland and the lex arbitri shall be the laws of Geneva, Switzerland, unless the country-specific section below specifies a different place.

A.3   Opportunity to Cure.

Notwithstanding anything to the contrary in the Agreement, Customer shall not pursue dispute resolution or litigation for any alleged breach of the Agreement until and unless Service Provider has had an opportunity to cure the alleged breach. Customer shall provide Service Provider with a detailed written description of the alleged failure and a description of the steps Customer believes are necessary to resolve it. Service Provider shall have thirty (30) days from receipt of Customer’s notice to complete the cure. This Section does not affect either Party’s right under Section A.4 (Injunctive Relief).

A.4   Injunctive Relief.

Nothing in these Country-Specific Terms, in the Agreement, or in any mediation or arbitration obligation prevents either Party from seeking injunctive or other interim relief from a court of competent jurisdiction with respect to actual or threatened infringement or misappropriation of intellectual property rights, breach of confidentiality, or violation of data protection obligations.

Part B. France

The following provisions apply where the Customer is located in France. These provisions replace, supplement, or modify the corresponding provisions of the Agreement as indicated.

B.1   Late Payment Recovery Indemnity.

Section 3.3 (Late Payment) of the Agreement is supplemented by the following with respect to Customers located in France: in addition to the interest accrual provided in Section 3.3, each invoice that becomes overdue triggers a fixed recovery indemnity of forty euro (€40) per overdue invoice, as required by Article L. 441-10 of the French Commercial Code. The recovery indemnity is mandatory under French law, applies regardless of the size of the underlying overdue amount, and is payable in addition to any interest accruing under Section 3.3.

B.2   Feedback and Suggestions.

Section 6.2 (Feedback) of the Agreement is supplemented by the following with respect to Customers located in France: Customer hereby assigns to Service Provider, free of charge, for the duration of intellectual property rights protection and on a worldwide basis, all economic rights in any Feedback (including suggestions, solutions, improvements, corrections, and other contributions provided by Customer regarding the Services or other Service Provider materials). The rights assigned include, without limitation, the rights to reproduce, represent, adapt, modify, translate, and exploit Feedback, in any form and for any purpose, including for the marketing of Service Provider’s products and services. This assignment is intended to satisfy the formal requirements of the French Intellectual Property Code (Code de la propriété intellectuelle), including Articles L. 131-1 through L. 131-3.

B.3   Certified Destruction of Confidential Information.

Section 7 (Confidentiality) of the Agreement is supplemented by the following with respect to Customers located in France: Within seven (7) days after the expiration or termination of the Agreement, or upon the Disclosing Party’s written request, the Receiving Party shall return or, at the Disclosing Party’s option, destroy all Confidential Information of the Disclosing Party in its possession or control. Where Confidential Information is destroyed, the Receiving Party shall provide the Disclosing Party with a written certificate of destruction signed by an authorized officer of the Receiving Party. This Section does not require destruction of Confidential Information that the Receiving Party is required to retain by applicable law, by a valid legal hold, or by its routine backup and archival systems, provided that the retained Confidential Information continues to be subject to the confidentiality obligations of the Agreement.

B.4   Limitation of Liability.

Section 10 (Limitation of Liability) of the Agreement is supplemented by the following with respect to Customers located in France: nothing in the Agreement limits or excludes either Party’s liability for (a) personal injury or death caused by its fault, (b) gross negligence (faute lourde), (c) intentional misconduct (faute dolosive), or (d) any liability that may not be limited or excluded under applicable French law.

B.5   Decompilation Exception.

To the extent the Software is provided to Customer for installation on Customer’s systems or includes any downloadable client component, Section 2.3 (Restrictions) of the Agreement is supplemented by the following with respect to Customers located in France: as an exception to the prohibitions in Section 2.3, Customer is entitled to decompile, reverse engineer, or copy the Software when permitted by applicable French statutory law (including Article L. 122-6-1 of the French Intellectual Property Code (Code de la propriété intellectuelle), implementing Articles 5 and 6 of Directive 2009/24/EC), but only if (i) such activity is required to achieve interoperability with other independently created computer programs, the designated use, or the correction of errors, and (ii) Service Provider has not, within a reasonable period after Customer’s written request, made available the information needed to achieve such interoperability. Any information obtained through such activity shall be treated as Service Provider’s Confidential Information and used solely for the purpose of achieving interoperability.

B.6   Warranties.

Section 8.2 (Service Provider Warranties) of the Agreement is supplemented by the following with respect to Customers located in France: Service Provider warrants that all Services performed under the Agreement shall be performed in a workmanlike and professional manner. Except as expressly set forth in the Agreement, Service Provider makes no other warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, and noninfringement. Nothing in this Section limits or excludes Customer’s non-waivable statutory protections under French law, including the latent defects warranty (garantie des vices cachés) under Articles 1641 to 1649 of the French Civil Code, to the extent such protections apply to a business-to-business transaction of this nature.

Part C. Germany

The following provisions apply where the Customer is located in Germany.

C.1   Limitation of Liability.

Section 10 (Limitation of Liability) of the Agreement is replaced by the following with respect to Customers located in Germany:

Service Provider shall be fully liable in accordance with applicable law for any damage caused by intentional misconduct or gross negligence. The Customer bears the burden of proof that Service Provider acted with intent or gross negligence.

For all other cases, including liability for ordinary negligence (einfache Fahrlässigkeit), Service Provider shall be liable only for breach of material contractual obligations (wesentliche Vertragspflichten, also referred to as Kardinalpflichten), and Service Provider’s liability shall be limited to the foreseeable damage typical for this type of agreement. The aggregate liability of Service Provider under this provision shall not exceed one hundred percent (100%) of the Fees paid by Customer to Service Provider during the twelve (12) months immediately preceding the event giving rise to the claim.

Liability for consequential damages, lost profits, third-party claims, anticipated but unrealized savings, and indirect damages is excluded to the extent permitted by applicable law. In the event of any claim for loss of data, Service Provider shall be liable only where the data resided on servers hosted by Service Provider and the Customer is not at fault by way of contributory negligence.

Nothing in this Section limits or excludes Service Provider’s liability under the German Product Liability Act (Produkthaftungsgesetz) or for personal injury or death.

C.2   Warranties.

Section 8.2(a) (Service Provider Warranties) of the Agreement is supplemented by the following with respect to Customers located in Germany: Service Provider warrants that, during the twelve (12) month period from the Effective Date of the applicable Order Form, the Services, when used as agreed in the Agreement, shall conform in material respects to the Documentation made available to Customer at the time the Order Form was executed.

The Parties agree that Customer’s warranty claim shall first consist of supplementary performance (Nacherfüllung) in the form of error remediation. Should Service Provider fail to remedy a material defect after a reasonable number of attempts, Customer may, at its option, demand a reasonable price reduction (Minderung) or terminate the applicable Order Form. Customer is obliged to cooperate in defect isolation, including by providing Service Provider with reproducible, verifiable documentation of the alleged defect. The warranty does not extend to defects caused by Customer’s use of the Services in a manner not consistent with the Documentation, the Agreement, or applicable system requirements.

C.3   Termination for Cause.

Section 4.4 (Termination for Cause) of the Agreement is supplemented by the following with respect to Customers located in Germany: the Parties’ statutory rights of termination for cause (insbesondere die Kündigung aus wichtigem Grund nach § 314 BGB) remain unaffected.

C.4   Decompilation Exception.

To the extent the Software is provided to Customer for installation on Customer’s systems or includes any downloadable client component, Section 2.3 (Restrictions) of the Agreement is supplemented by the following with respect to Customers located in Germany: as an exception to the prohibitions in Section 2.3, Customer is entitled to decompile, reverse engineer, or copy the Software when permitted by applicable statutory law (including § 69e and § 69d UrhG), but only if (i) such activity is required to achieve interoperability with other programs, the designate use, or the correction of errors, and (ii) Service Provider has not, within a reasonable period after Customer’s written request, made available the information needed to achieve such interoperability.

C.5   Feedback (Statutory Backstop).

Section 6.2 (Feedback) of the Agreement is supplemented by the following with respect to Customers located in Germany: to the extent rights in any Feedback or other deliverable cannot be assigned by Customer to Service Provider under applicable German law, Customer hereby grants to Service Provider an irrevocable, perpetual, worldwide, royalty-free, sublicensable, transferable right and license to use, reproduce, modify, create derivative works of, distribute, and otherwise exploit the relevant Feedback or deliverable for any purpose.

Part D. United Kingdom, European Economic Area, and Switzerland (Excluding France and Germany)

The following provisions apply where Customer is located in the United Kingdom, Switzerland, or any Member State of the European Economic Area other than France and Germany, except that Sections D.4 and D.5 (the EU Data Act and EU AI Act provisions) also apply where Customer is located in France or Germany.

D.1   Late Payment Recovery Costs.

Section 3.3 (Late Payment) of the Agreement is supplemented by the following with respect to Customers located in a jurisdiction covered by this Part D: in addition to the interest accrual provided in Section 3.3, each invoice that becomes overdue triggers statutory recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 (for Customers in the United Kingdom) or the implementing legislation in the Customer’s jurisdiction under EU Directive 2011/7/EU (for Customers in EEA Member States), scaled by invoice size in accordance with applicable law. The statutory recovery costs are mandatory under applicable law and are payable in addition to any interest accruing under Section 3.3.

D.2   Disclaimer of Warranties.

Section 8.4 (Disclaimer) of the Agreement is supplemented by the following: the terms implied by Sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Agreement. Service Provider warrants that the Services shall be performed with reasonable skill and care.

D.3   Limitation of Liability.

Section 10 (Limitation of Liability) of the Agreement is replaced by the following with respect to Customers located in a jurisdiction covered by this Part D:

Nothing in the Agreement shall limit or exclude Service Provider’s liability for (a) death or personal injury caused by its negligence or the negligence of its employees, agents, or subcontractors; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by Section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or (d) any other liability that may not be limited or excluded under applicable law.

Subject to the preceding paragraph, (i) under no circumstances shall Service Provider be liable to Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any indirect or consequential loss arising under or in connection with the Agreement; and (ii) Service Provider’s total aggregate liability to Customer in respect of all other losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed one hundred fifty percent (150%) of the Fees paid by Customer to Service Provider under the applicable Order Form during the twelve (12) months immediately preceding the event giving rise to the claim. Section 10.2 (Super-Cap for Specified Claims) of the Agreement continues to apply to the matters specified therein.

D.4   Post-Termination Data Retrieval (EU Data Act).

Section 4.7 (Post-Termination Data Access) of the Agreement is supplemented by the following with respect to Customers covered by the EU Data Act (Regulation (EU) 2023/2854): notwithstanding the immediate termination of access provided in Section 4.7, Service Provider shall provide Customer with a thirty (30) day retrieval window following the expiration or termination of the applicable Order Form during which Customer may retrieve Customer Data in a structured, commonly used, and machine-readable format. The mechanics of retrieval, including authentication, file formats, and any reasonable retrieval fees consistent with the EU Data Act, shall be as specified in the Product-Specific Terms or, where not so specified, as Service Provider reasonably determines.

D.5   AI Transparency (EU AI Act).

Section 6.3 (AI Features) of the Agreement is supplemented by the following with respect to Customers covered by the EU AI Act (Regulation (EU) 2024/1689): where Service Provider provides AI Features that fall within the scope of the EU AI Act, Service Provider shall comply with the applicable transparency, technical documentation, and disclosure obligations of the EU AI Act in respect of the operation of those AI Features. The Product-Specific Terms shall identify any AI Features that are designated as general-purpose AI models or that are otherwise subject to additional obligations under the EU AI Act.

D.6   Decompilation (EU Software Directive).

To the extent the Software is provided to Customer for installation on Customer’s systems or includes any downloadable client component, Section 2.3 (Restrictions) of the Agreement is supplemented by the following with respect to Customers covered by Directive 2009/24/EC of the European Parliament and of the Council on the legal protection of computer programs: nothing in Section 2.3 prohibits Customer from performing any act that is expressly permitted under Articles 5 and 6 of that Directive (including, where applicable, decompilation strictly for the purpose of achieving interoperability of an independently created computer program with other programs), provided that Customer (i) gives Service Provider prior written notice of the intended act and the information sought, (ii) cooperates in good faith with Service Provider to identify any alternative information Service Provider can make available to obviate the need for decompilation, and (iii) treats the resulting information as Confidential Information of Service Provider.

D.7   Contracts (Rights of Third Parties) Act 1999.

Section 12 (General Provisions) of the Agreement is supplemented by the following with respect to Customers located in the United Kingdom: a person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms, but this does not affect any right or remedy of a third party that exists or is available apart from that Act.

Part E. Canada (Quebec)

The following provisions apply where the Customer is located in the province of Quebec, Canada.

E.1   French Language.

The Parties acknowledge that they have expressly required the Agreement and all related documents (including all Order Forms, Addenda, Country-Specific Terms, Product-Specific Terms, and the Data Processing Addendum) to be drawn up in the English language. Les parties reconnaissent qu’elles ont exigé que la présente convention et tous les documents qui s’y rattachent (y compris tous les bons de commande, les addenda, les conditions propres au pays, les conditions propres au produit et l’avenant relatif au traitement des données) soient rédigés en langue anglaise. Where Quebec law requires a French-language version of any document, Service Provider shall make a French-language version available upon Customer’s request.

E.2   Law 25 (Quebec Privacy).

Without limiting the Data Processing Addendum, Service Provider acknowledges its obligations as a service provider under An Act respecting the protection of personal information in the private sector (Quebec, R.S.Q., c. P-39.1) (“Law 25”), including with respect to confidentiality incident notification, cross-border transfer assessment, and assistance with data subject rights requests. Notification of any confidentiality incident under Law 25 shall be provided in accordance with the timelines and procedures set forth in the Data Processing Addendum.

E.3   Forum.

Solely for the purposes of seeking interim or injunctive relief under Section 11.2(a) or otherwise as permitted by the Agreement, the Parties agree that the courts of the District of Montreal, Province of Quebec, Canada shall have exclusive jurisdiction.

Part F. United States (State-Specific Overrides)

The following provisions apply where Customer is located in the United States and the laws of a state identified below apply to a particular provision of the Agreement, either because that state’s law governs under Section 11.1 of the Agreement or because the relevant state’s law is mandatory.

F.1   California.

Where California law applies, the following provisions modify the Agreement:

(a) California Civil Code Section 1542. Each Party expressly waives, to the maximum extent permitted by applicable law, the protections of California Civil Code Section 1542 (and any similar statute in any other jurisdiction), which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

(b) Limitations Period. Notwithstanding any other limitations period that may be set forth in the Agreement, Customers located in California may, where required by California Code of Civil Procedure Section 337 or other applicable mandatory law, rely on the applicable statutory limitations period.

F.2   New York.

Where New York law applies, the Parties acknowledge that the limitations periods set forth in N.Y. C.P.L.R. Article 2 shall apply to any claim arising under the Agreement, subject to any shorter contractual limitations period expressly set forth in the Agreement and permitted under N.Y. C.P.L.R. § 213.

F.3   Consumer Protection Statutes.

Nothing in the Agreement is intended to limit or waive any non-waivable consumer protection right that may apply to Customer under the laws of the state in which Customer is located, including without limitation under the Texas Deceptive Trade Practices Act, the Massachusetts Consumer Protection Act (M.G.L. c. 93A), or any similar state statute. The Parties acknowledge that, in respect of Customers who are not individual consumers and are entering into the Agreement for business purposes, many such consumer protection statutes do not apply.