(a) patents, patent applications and patent rights;

(b) rights associated with works of authorship, including copyrights, copyright applications, copyright restrictions, mask work rights, mask work applications and mask work registrations;

(c) rights relating to the protection of trade secrets and confidential information;

(d) trademarks, trade names, service marks, logos, trade dress, goodwill and domains ("Trademarks");

(e) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; and

(f) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.

(i) the TreeAMS proprietary software as a service (SaaS), based on TreeAMS's software, listed in the Order Form;

(ii) any software that is delivered to you by TreeAMS or its distributors;

(iii) all revisions, corrections, modifications, enhancements, improvements and/or updates and upgrades to the foregoing; and

(iv) all related documentation included in the package and/or placed on TreeAMS’s World Wide Web site.

(i) ​the maximum number of System Users that it authorizes to access and use the Product shall not exceed the number of System Users that it has purchased from time to time;

(ii) ​it will not allow or suffer any System User to be used by more than one individual System User unless it has been reassigned in its entirety to another individual System User, in which case the prior System User shall no longer have any right to access or use the Products;

(iii) ​each System User shall keep a secure password for their use of the Product and keep their password confidential;

(iv) ​it shall permit TreeAMS or TreeAMS's designated auditor to audit the Product which may include access to data processing facilities within TreeAMS. Such audit may be conducted no more than once per quarter and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;

(v) ​if any of the audits referred to in Section 4(b)(vi) reveal that any password has been provided to any individual who is not an System User, then without prejudice to the TreeAMS's other rights, the Customer shall promptly disable such passwords and the Customer shall not issue any new passwords to any such individual; and

(vi) ​if any of the audits referred to in Section 4(b)(vi) reveal that the Customer has underpaid the applicable fees to TreeAMS, then without prejudice to TreeAMS's other rights, the Customer shall pay to TreeAMS an amount equal to such underpayment within ten (10) business days of the date of the relevant audit.

(vii) ​TreeAMS reserves the right to suspend the subscription provided to the Customer and/or remove the applicable Customer Data, without liability to Customer, if it in good faith believes that, as part of using the Product, the Customer has violated a law or any part of this Agreement. TreeAMS will attempt to contact the Customer in advance. TreeAMS shall not be liable to the Customer or any third party for any liabilities, claims or expenses arising from or relating to any suspension of the subscription or Products in accordane with this Section 4(b)(vi

(i) ​​modify, incorporate, use in any other works, translate, reverse engineer (except to the limited extent applicable statutory law expressly prohibits reverse engineering restrictions), decompile, reverse compile, duplicate, disassemble, reverse engineer, frame, mirror, republish, download, display, transit, otherwise attempt to derive source code from or create derivative works based on all or any portion of the Products (as applicable) in any form or media or by any means;

(ii) ​make unauthorized copies of the Products (as applicable);

(iii) ​distribute or market the Products to third parties;

(iv) ​remove or modify any proprietary notices, labels or marks on or in any copy of the Products;

(v) ​subject to Section 13(c), license, disclose, display, distribute, transfer, sell, sublicense, rent, lease, assign, use the Products (or any portion thereof) for time sharing, hosting, service provider or other computer services to third parties or otherwise commercially exploit or make the functionality of the Software available to third parties except the System Users;

(vi) ​publicly disseminate performance information or analysis (including, without limitation, benchmarks and performance tests) from any source relating to the Products;

(vii) ​access the embedded database or any other third party product as part of the Software with applications other than the Software;

(viii) access all or any part of the Product in order to build a software or service which competes with the Product;

(ix) ​use the Products to provide services to third parties;

(x) ​attempt to obtain, or assist third parties in obtaining, access to the Product, other than as provided in this Section 4;

(xi) ​use the Products other than as permitted herein; or

(xii) ​introduce or permit the introduction of, any Virus or Vulernability into TreeAMS’ network and information systems.

(i) ​the Customer's use of the Products will be uninterrupted or error-free;

(ii) ​that the Products, Documentation and/or the information obtained by the Customer through the Products will meet the Customer's requirements;

(iii) ​the Software or the Services will be free from Vulnerabilities or Viruses.

(i) ​the Products, their performance (including any benchmarking information) and TreeAMS’ pricing of the Products;

(ii) ​the existence and terms of this Agreement or any agreement entered into in connection with this Agreement;

(iii) ​any information that would be regarded as confidential by a reasonable business person relating to:

(A) the business, assets, operations, strategy, administration, technology, affairs, clients, customers, employees, contractors or suppliers, plans, intentions, or market opportunities of the Disclosing Party; and

(B) the operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party;

(iv) ​​any information developed by the parties in the course of carrying out this agreement and the parties agree that:

(A) details of the Services, and the results of any performance tests of the Services, shall constitute TreeAMS’ Confidential Information; and

(B) Customer Data shall constitute the Customer’s Confidential Information.

(i) ​is or becomes (through no improper action or inaction by the Receiving Party or any affiliate, agent, consultant, officer, contractor, subcontractor, representatives, advisors or employee of the Receiving Party) generally available to the public;

(ii) ​was in the Receiving Party’s possession or known by it without restriction prior to receipt from the Disclosing Party;

(iii) was, is or becomes available to the Receiving Party on a non-confidential basis from a person who, to the Receiving Party's knowledge, is not bound by a confidentiality agreement with the Disclosing Party or otherwise prohibited from disclosing the information to the Receiving Party;

(iv) ​​is developed by or for the Receiving Party independently of the information disclosed by the Disclosing Party;

(vi) ​​​is Aggregated Anonymous Data.

(i) ​destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information;

(ii) ​erase all the other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and

(iii) ​certify in writing to the other party that it has complied with the requirements of this section, provided that a Receiving Party may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this section shall continue to apply to any such documents and materials retained by a Receiving Party, subject to Section 11 (Term and Termination).

(i) ​provide TreeAMS with all necessary co-operation in relation to this Agreement; and all necessary access to such information as may be required by TreeAMS in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

(ii) ​​without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;

(iii) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, TreeAMS may adjust any agreed timetable or delivery schedule as reasonably necessary;

(iv) ​ensure that the System Users use the Products in accordance with the terms and conditions of this Agreement and shall be responsible for any System User's breach of this Agreement;

(v) ​obtain and shall maintain all necessary licences, consents, and permissions necessary for TreeAMS, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;

(vi) ​ensure that its network and systems comply with the relevant specifications provided by TreeAMS from time to time; and

(vii) ​be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to TreeAMS's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

(i) ​​the Customer assumes sole responsibility for results obtained from the use of the Products by the Customer, and for conclusions drawn from such use. TreeAMS shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to TreeAMS by the Customer in connection with the Services, or any actions taken by TreeAMS at the Customer's direction;

(ii) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and

(iii) the Products are provided to the Customer on an "as is" basis.

(i) ​the Customer’s use of the Products;

​the Customer’s breach or negligent performance or non-performance of this Agreement; and

(iii) ​any claim made against TreeAMS by a third party arising out of or in connection with the provision of the Products, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance by the Customer and its System Users.

(i) ​if the Customer breaches any provision of Section 4 (Licenses and Restrictions), Section 5 (Additional Terms for Services) or Section 6 (Confidentiality);

(ii) ​​if the Customer fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than fourteen (14) days after being notified in writing to make such payment;

(iii) ​​in case of a non-associated application system breach, ransomware or system hack. For the avoidance of doubt, TreeAMS shall not be liable for damages incurred.

(i) ​ TreeAMS will cease providing Services and Support and Maintenance;

(ii) all licenses granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Products;

(iii) TreeAMS may destroy or otherwise dispose of any of the Customer Data in its possession unless TreeAMS receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. TreeAMS shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by TreeAMS in returning or disposing of Customer Data;

(iv) ​any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced; and

(v) each party shall promptly return or destroy all copies of the other party’s Confidential Information upon the Disclosing Party’s request, with the reservation that:

(A) neither party shall be liable to return or destroy such Confidential Information and elaborations thereof as have been saved to electronic carriers under automatic archiving or data security procedures so long as no attempt is made to recover such information;

(B) ​the Receiving Party shall be allowed to retain one copy of Confidential Information for audit, insurance or regulatory compliance purposes,

(C) ​​Confidential Information which is contained in the minutes or supporting papers relating to any board or committee meeting of the Receiving Party, or in any reports, analyses, compilations, studies or other documents or data prepared by, on behalf of, or for, the Receiving Party, must not be returned or destroyed, and

(D) ​the Receiving Party may retain such Confidential Information which is required to be retained for the purposes of complying with any judicial, governmental, supervisory or regulatory body or any applicable rule, regulation or law (including the rules of a professional body) or the rules of any stock exchange on which any securities of the Receiving Party or any of its affiliates may be listed,

(E) ​provided that to the extent that any Confidential Information is not so returned or destroyed, the Confidential Information shall remain subject to the terms of this Agreement, and provided further that the Receiving Party shall in any event ensure that none of its (or its affiliates’) directors, officers or employees retains access to any Confidential Information, except strictly for the purposes set forth from (A) to (D) above.