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INTRODUCTION
MASTER SUBSCRIPTION AGREEMENT | This Master Subscription Agreement, comprised of the components below, the “Agreement”, is made between the Cutover entity (“Cutover”) and customer entity (“Customer”) named on the.
SERVICE TERMS
- PROVISION OF CUTOVER SERVICES
- Access to Cutover Services | In consideration of payment by Customer of the Charges, Cutover will provide.
- Subscription Service | During the Subscription Term of the Subscription Order Form, Cutover shall:
- make the Subscription Service available to Customer and its Users pursuant to the terms of the Subscription Order Form and this Agreement up to Customer’s then current Service Limits, solely for the Scope of Use in accordance with the terms of this Agreement and the Documentation;
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- provide Customer with the service levels and support as set out in the SLA (subject to its terms) or any purchased premium version thereof
- Professional Services | Cutover will provide Customer with the Professional Services purchased by Customer in accordance.
- SUBSCRIPTION SERVICE
- Registered Users | Customer’s Registered Users may (i) authenticate their login credentials for the Subscription Service, and (ii) receive communications from the Subscription Service in the form of SMS.
- Users | In relation to its Users’ use of the Subscription Service, Customer agrees that:
- the maximum number of Users that it authorises to access and use the Subscription Service shall not exceed Customer’s purchased User Limit from time to time and, should it do so, that the terms of Clause 2.5 shall apply;
- all User login credentials (usernames and passwords) are Cutover’s Confidential Information;
- it will not allow any individual User’s login credentials and passwords to be used by anyone other than that User and will notify.
- Additional Limit Fees | Customer shall be liable for any Additional Limit Fees incurred as a result of the following:
- Overages – if Customer’s usage of the Subscription Service exceeds its then current User Limit and/or applicable Service.
- Sharing of User Credentials – if, in connection with Clause 2.4(c), it is established that Customer’s Users have shared their login credentials to the Subscription Service with other individuals then.
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Table 1
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|| UK Employees (Godesic Limited) || US Employees (Cutover Inc.) ||
|| Basic Disclosure & Barring (UK Criminal Records Search) || Federal and District Court Criminal Record Check ||
|| UK Right to Work Check || SSN (Social Security Number) Trace Check ||
|| Seven (7) year Activity and Gap Verification Check || Seven (7) year Activity and Gap Verification Check ||
|| Adverse Media Search || Adverse Media Search ||
|| UK Credit Enquiry || US Credit Enquiry ||
|| Sample row merge {{ colspan: 2 }} ||
|| Global Sanctions and Politically Exposed Person (PEP) Search || Global Sanctions and Politically Exposed Person (PEP) Search ||
Simple table
|| {{ name: simple-table, colwidths: 1/4, 3/4 }} ||
|| Header 1 || Header 2 ||
|| Cell A1 {{ rowspan: 2 }} || {{class: background-color--blue-100 text-size-large}} Cell B1 ||
|| Cell B2 ||
|| Cell A3 {{ colspan: 2 }} ||
|| Cell A4 || Cell B4 ||
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- ANOTHER SERVICE
- Registered Users | Customer’s Registered Users may (i) authenticate their login credentials for the Subscription Service, and (ii) receive communications from the Subscription Service in the form of SMS.
- Users | In relation to its Users’ use of the Subscription Service, Customer agrees that:
- the maximum number of Users that it authorises to access and use the Subscription Service shall not exceed Customer’s purchased User Limit from time to time and, should it do so, that the terms of Clause 2.5 shall apply;
- all User login credentials (usernames and passwords) are Cutover’s Confidential Information;
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- it will not allow any individual User’s login credentials and passwords to be used by anyone other than that User and will notify.
- Additional Limit Fees | Customer shall be liable for any Additional Limit Fees incurred as a result of the following:
- Overages – if Customer’s usage of the Subscription Service exceeds its then current User Limit and/or applicable Service.
- Sharing of User Credentials – if, in connection with Clause 2.4(c), it is established that Customer’s Users have shared their login credentials to the Subscription Service with other individuals then.
Simple table 2
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|| Header 1 || Header 2 ||
|| Cell A1 {{ rowspan: 2 }} || {{class: background-color--blue-100 text-size-large}} Cell B1 ||
|| Cell B2 ||
|| Cell A3 {{ colspan: 2 }} ||
|| Cell A4 || Cell B4 ||
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Capitalised terms used in these Cutover Connect Terms not otherwise defined have the meaning given in the applicable Order Form or the Agreement.
1. USE, SCOPE & MAINTENANCE
1.1 Additional Definitions | As used in these Cutover Connect Terms, the capitalised terms below have the following meanings: Cutover Connect means Cutover’s proprietary software application which is a Java application deployed on premise offering secure connectivity between the Cutover Instance and Customer’s enterprise systems. Service Limits mean the service limits that apply to Customer’s use of Cutover Connect as stated in the applicable Order Form.
1.2 Scope | In consideration of payment of the Charges set forth in the applicable Order Form and subject to the terms thereof and those of the Agreement, Cutover grants to Customer a non-transferable, non-sublicensable and non-exclusive licence for the Order Form Term to: (a) use and access Cutover Connect (subject to the Service Limits) solely for the purpose of enabling a secure tunnel between the Cutover Instance and the Cutover core application; and (b) use the Documentation for its internal business purposes in connection with its use of the Cutover Instance and Cutover Connect.
1.3 Use Restrictions | Customer acknowledges and agrees that:
- (a) unless and only to the extent Cutover has given prior written consent, Cutover Connect may be used only whilst Customer remains a customer of Cutover and there is a Subscription Order Form in effect between the Parties;
- (b) Cutover Connect may only be used in connection with the Services purchased by the Customer and in accordance with any applicable Documentation, for Customer's internal business purposes, and subject to these Cutover Connect Terms and the terms of the Agreement;
- (c) its receipt and use of Cutover Connect remains subject to the terms that apply generally to Services and Ancillary Software in the Agreement, including (without limitation) Clause 2.6(c) of the Service Terms (Usage Restrictions);
- (d) it may not directly or indirectly (and will not allow or facilitate any third party to): (i) use Cutover Connect in a manner that adversely impacts the functionality or performance of the Services and, should Customer do so, Cutover shall not be liable or responsible for the resulting loss of functionality and/or performance of all or any of the Services; (i) use Cutover Connect other than as expressly permitted in these Cutover Connect Terms without the prior written consent of Cutover.
1.4 Monitoring | Cutover maintains the right, in its sole discretion, to monitor Customer’s use of Cutover Connect, including, but not limited to, billing and account management.
1.5 Maintenance | Cutover shall make Cutover Connect Maintenance Releases available to Customer no later than such releases are generally made available to its other customers. “Cutover Connect Maintenance Releases” means a release of Cutover Connect that corrects faults, adds functionality or otherwise amends or upgrades Cutover Connect. Customer shall remain responsible for the download and implementation of all Cutover Connect Maintenance Releases. Customer acknowledges it must download and implement all Cutover Connect Maintenance Releases within a reasonable period of time from their release, but in no event more than six (6) weeks after their release. Cutover shall support the current version of Cutover Connect and the version immediately prior (two (2) versions in total), but in no event shall Cutover support any earlier Cutover Connect versions or instances, and hereby expressly disclaims any and all warranties and representations associated with all unsupported versions. Cutover shall not be liable or responsible for the resulting loss of functionality and/or performance to the Services in whole or part arising out of or in connection with Customer’s use of any unsupported Cutover Connect version.
1.6 Cutover Connect Consulting Days | If stated in the applicable Order Form, Cutover will provide Customer with the stated number of consulting days for the specific purpose of assisting Customer Personnel with implementation, set-up and management of Cutover Connect (“Cutover Connect Consulting Days”). In no event does the purchase of Cutover Connect or the Cutover Connect Consulting Days provide Customer with any additional implementation, build, or other such Professional Services in relation to any other parts of the Services. Upon execution of the applicable Order Form, Cutover will propose a timeline for the Cutover Connect Consulting Days and overview of the topics that will be covered with Customer’s nominated Personnel. Unless agreed to in Cutover’s sole discretion, Cutover Connect Consulting Days are delivered on a remote-only basis. Should Cutover agree to delivering all or some of the Cutover Connect Consulting Days in person, Customer shall reimburse Cutover for its reasonable travel and accommodation costs (at cost with no margin) in accordance with Customer’s travel policy (provided it is made available to Cutover at the time of Customer’s request for travel). Cutover shall invoice Customer for such costs and Customer shall pay such invoice within thirty (30) days of receipt.
2. RESPONSIBILITIES, REMEDIES & RIGHTS
2.3 Remedies | Without prejudice to its other rights and remedies under these Cutover Connect Terms or the terms of the Agreement, should the Customer use Cutover Connect other than as expressly permitted herein or use Cutover Connect in excess of Customer’s purchased Service Limits, Cutover may, in its sole discretion, (a) suspend the Customer's access and use of Cutover Connect, on written notice with immediate effect; and/or (b) require Customer to pay, for broadening the scope of the licence granted under these Cutover Connect Terms to cover the unauthorised use, an amount equal to the Charges which Cutover would have levied (in accordance with its then current commercial terms) had it licensed any such unauthorised use on the date when such use commenced.
