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Nautilus Master Agreement

 

Master Subscription Agreement

THIS AGREEMENT CONSTITUTES A BINDING CONTRACT ON YOU AND GOVERNS THE USE OF AND ACCESS TO THE SERVICES BY YOU, AGENTS AND END-USERS WHETHER IN CONNECTION WITH A PAID SUBSCRIPTION TO THE SERVICES.

 

By accepting this Agreement, either by accessing or using a Service, or authorizing or permitting any Agent or End-User to access or use a Service, You agree to be bound by this Agreement as of the date of such access or use of the Service (the “Effective
Date”). If You are entering into this Agreement on behalf of a company, organization or another legal entity (an “Entity”), You are agreeing to this Agreement for that Entity and representing to Nautilus that You have the authority to bind such
Entity and its Affiliates to this Agreement, in which case the terms “Subscriber,” “You,” “Your” or a related capitalized term herein shall refer to such Entity and its Affiliates. If You do not have such authority, or if You do not agree with
this Agreement, You must not use or authorize any use of the Services.

 

The purpose of this Agreement is to establish the terms and conditions under which Subscriber may purchase Nautilus’s Services and Professional Services as described in an Order Form, Statement of Work or other document signed or agreed to by You.

 

In the event of any inconsistency or conflict between the terms of the Agreement and the terms of any Order Form or Statement of Work, the terms of the Order Form or Statement of Work shall control. Non-English translations of this Agreement are provided
for convenience only. In the event of any ambiguity or conflict between translations, the English version is authoritative and shall control.

 

Table of Contents:

General Terms and Conditions:

Access to the Services

Use of the Services.

Term, Cancellation and Termination

Billing, Plan Modification and Payments

Confidential Information

Ownership and Security of Service Data

Privacy Practices

Temporary Suspension

Non-Nautilus Services

Free Trials and Beta Services

Intellectual Property Rights

Representations, Warranties and Disclaimers

Indemnification

Limitation of Liability

Third-Party Service Providers

Assignment, Entire Agreement and Amendment

Severability

Export Compliance and Use Restrictions

Relationship of the Parties

Notice

Governing Law

Government End Use Provisions

Ethical Conduct and Compliance

Survival

Definitions

General Terms and Conditions

SECTION 1. ACCESS TO THE SERVICES

 

1.1 Service. We will make the Services and Your Service Data available to You pursuant to this Agreement and the applicable Order Form(s) and Documentation in accordance with Your Service Plan. We will use commercially reasonable efforts to make the
Services available 24 hours a day, 7 days a week, except (a) during Planned Downtime (of which We will give advance notice via Our Site or to the Account owner); and (b) Force Majeure Events.

1.2 Support. We will, at no additional charge, provide applicable standard customer support for the Services to You as detailed on the applicable Site and Documentation, and upgraded support, if purchased.

1.3 Professional Services. Upon Your request, We may provide Professional Services which shall be subject to a service.

 

1.4 Modifications. You acknowledge that Nautilus may modify the features and functionality of the Services during the Subscription Term. Nautilus shall provide You with commercially reasonable advance notice of any deprecation of any material feature
or functionality.

1.5 Additional Features. We will notify You of applicable Supplemental Terms or alternate terms and conditions prior to Your activation of any Additional Features. The activation of any Additional Features by You in Your Account will be considered
acceptance of the applicable Supplemental Terms or alternate terms and conditions where applicable.

1.6 Extension of Rights to Affiliates. You may extend Your rights, benefits and protections provided herein to Your Affiliates and to contractors or service providers acting on Your or Your Affiliates’ behalf, provided that You remain responsible
for Your and their compliance hereunder.

 

SECTION 2. USE OF THE SERVICES

 

2.1 Login Management. Access to and use of certain Services is restricted, such as to the specified number of individual Agents permitted under Your subscription to the applicable Service, as detailed in Our Documentation. For Services that are Agent-based,
You agree and acknowledge that an Agent Login cannot be shared or used by more than one (1) individual per Account. However, Agent Logins may be reassigned to new individuals replacing former individuals who no longer require ongoing use of the
Services. You and Your Agents are responsible for maintaining the confidentiality of all Agent Login information for Your Account. Absent a written license from Nautilus expressly stating otherwise, You agree and acknowledge that You may not use
the Services, including but not limited to the API, to circumvent the requirement for an individual Agent Login for each individual who (a) leverages the Services to interact with End-Users; (b) Processes data related to interactions with End-Users;
or (c) Processes data related to interactions originating from a Non-Nautilus Service that provides functionality similar to functionality provided by the Services and which would, pursuant to this Agreement, require an individual Agent Login,
if utilizing the Services for such interaction. Further, Subscriber shall not use the API or any Software in such a way to circumvent applicable Service Plan restrictions or Agent licensing restrictions that are enforced in the Service user interface.
Should Nautilus discover that Your use of a Service violates this Agreement or the Service Plan features and limitations on Our Site or Documentation, Nautilus reserves the right to charge You, and You hereby agree to pay, for said overuse, in
addition to other remedies available to Us.

 

2.2 Compliance. As between You and Nautilus, You are responsible for compliance with the provisions of this Agreement by Agents and End-Users and for any and all activities that occur under Your Account, which Nautilus may verify from time to time.
Without limiting the foregoing, You will ensure that Your use of the Services is compliant with all applicable laws and regulations as well as any and all privacy policies, agreements or other obligations You may maintain or enter into with Agents
or End-Users.

 

2.3 Content and Conduct. In addition to complying with the other terms, conditions and restrictions set forth in this Agreement, You agree to the Nautilus User Content and Conduct Policy which is hereby incorporated into this Agreement. Further, in
Your use of the Services You agree not to (a) modify, adapt, or hack the Services or otherwise attempt to gain unauthorized access to the Services or related systems or networks; (b) attempt to bypass or break any security or rate limiting mechanism
on any of the Services or use the Services in any manner that interferes with or disrupts the integrity, security or performance of the Services and its components; (c) attempt to decipher, decompile, reverse engineer or otherwise discover the
source code of any Software making up the Services.

 

2.4 System Requirements. A high-speed Internet connection is required for proper transmission of the Services. You are responsible for procuring and maintaining the network connections that connect Your network to the Services including, but not limited
to, browser software that supports protocols used by Nautilus, including the Transport Layer Security (TLS) protocol or other protocols accepted by Nautilus, and to follow procedures for accessing services that support such protocols.

We are not responsible for notifying You, Agents or End-Users of any upgrades, fixes or enhancements to any such software or for any compromise of data, including Service Data, transmitted across computer networks or telecommunications facilities
(including but not limited to the Internet) which are not owned, operated or controlled by Nautilus. We assume no responsibility for the reliability or performance of any connections as described in this Section.

 

2.5 Internal Business Purposes Only. Unless otherwise authorized by Nautilus in this Agreement or expressly agreed to otherwise in writing by Nautilus, You may not use the Services in any manner where You act as a service bureau or to provide any
outsourced business process services on behalf of more than one (1) third party (other than Affiliates) through a single Account. This provision is not intended to prevent or inhibit the use of the Services to provide business support to multiple
End-Users; however, You agree not to license, sublicense, sell, outsource, rent, lease, transfer, assign, distribute, time-share or otherwise commercially exploit or resell the Services to any third party, other than authorized Agents and End-Users
in furtherance of Your internal business purposes as expressly permitted by this Agreement, unless expressly agreed to otherwise in writing by Nautilus. Without limiting the foregoing, Your right to access and use the API is also subject to the
restrictions and policies implemented by Nautilus from time to time with respect to the API as set forth in the Documentation or otherwise communicated to You in accordance with this Agreement.

2.6 No Competitive Access. You may not access the Services if You are a direct competitor of the Nautilus Group, except with Nautilus’s express prior written consent. You may not access the Services for competitive purposes.

2.7 The provision and use of certain Services are subject to Nautilus’s Service-Specific Terms.

SECTION 3. TERM, CANCELLATION AND TERMINATION

3.1 Term. Unless Your Account and subscription to a Service are terminated in accordance with the terms of this Agreement or unless otherwise provided for in an Order Form (a) Your subscription to a Service (including any and all Deployed Associated
Services) will renew for a Subscription Term equivalent in length to the then expiring Subscription Term and (b) the Subscription Charges applicable to any subsequent Subscription Term shall be Our standard Subscription Charges for the applicable
Service Plan and Deployed Associated Services at the time such subsequent Subscription Term commences.

 

3.2 Cancellation. Either Party may elect to terminate Your Account and subscription to a Service as of the end of Your then-current Subscription Term by providing notice, in accordance with Section 20 of this Agreement, no less than thirty (30) days
prior to the end of such Subscription Term.

 

3.3 Mutual Termination for Cause. A Party may terminate this Agreement for cause (a) upon written notice to the other Party of a material breach by the other Party if such breach remains uncured at the expiration of thirty (30) days from the date
of the breaching Party’s receipt of such written notice; or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
However, We may immediately terminate this Agreement for cause and without advance notice if You violate the Nautilus User Content and Conduct Policy.

 

We will refund You any prepaid fees covering the remainder of the Subscription Term as of the effective date of termination if this Agreement is terminated by You in accordance with this Section for Nautilus’s uncured material breach.

 

You are required to pay any unpaid fees covering the remainder of the Subscription Term pursuant to all applicable Order Forms if this Agreement is terminated by Us for Your material breach in accordance with this Section. In no event will Our termination
for cause relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.

 

3.4 Payment Upon Termination. Except for Your termination under Section 3.3 for Our uncured material breach, if You terminate Your subscription to a Service or cancel Your Account prior to the end of Your then effective Subscription Term, or if We
terminate or cancel Your Account pursuant to Section 3.3, in addition to any other amounts You may owe Nautilus, You must immediately pay any and all unpaid Subscription Charges associated with the remainder of such Subscription Term.

 

3.5 No Refunds. Except for Your termination rights under Section 3.3, if You elect to terminate Your subscription to a Service or cancel Your Account prior to the end of Your then current Subscription Term, no refunds or credits for Subscription Charges
or other fees or payments will be provided to You.

 

3.6 Export of Service Data. Upon Your written request, We will make Service Data available to You for export or download as provided in the Documentation for thirty (90) days after the effective date of termination, expiration or migration of Your
Account, unless We have suspended or terminated Your Account due to Your breach of the Agreement, in which case Your Service Data will be available for download until We notify You of such suspension or termination. Thereafter, We will have no
obligation to maintain or provide any Service Data, and, as provided in the Documentation, We will, unless prohibited by law or legal order, delete Your Service Data in Our Services in accordance with Our Service Data Deletion Policy available
on Nautilus’s Agreement and Terms Website.

3.7 Notwithstanding the above it is hereby also agreed that You may terminate the use of the Your subscription at any time provided that you pay a penalty fee of the subsequent renewal subscription plan or continuous subscription obligation subjected
to a special consideration by Nautilus for a resolution and it must be given a one (1) month prior to request of such notice in writing , and that you shall be liable for those obligations that accrued to the date of termination.

 

SECTION 4. BILLING, PLAN MODIFICATIONS AND PAYMENTS

 

4.1 Payment and Billing. All Subscription Charges are due in full upon commencement of Your Subscription Term, or with respect to a Deployed Associated Service, at the time such Deployed Associated Service is purchased, subscribed to or otherwise
deployed, unless otherwise expressly set forth in this Agreement, an Order Form, a Statement of Work, or in Supplemental Terms, or as otherwise agreed for Usage Charges. You are responsible for providing valid and current payment information and
You agree to promptly update your Account information, including payment information, with any changes that may occur (for example, a change in Your billing address or credit card expiration date). If You fail to pay Your Subscription Charges
or any other charges indicated on any Order Form or Statement of Work, or in any Supplemental Terms, within ten (10) business days of Our notice to You that payment is delinquent, or if You do not update payment information upon Our request, in
addition to Our other remedies, We may suspend or terminate access to and use of the Services by You, Agents and End-Users.

 

4.2 Upgrades. If You choose to upgrade Your Service Plan or increase the number of Agents authorized to access and use a Service during Your Subscription Term, any incremental Subscription Charges associated with such upgrade will be charged in accordance
with the remaining Subscription Term. In any future Subscription Term, Your Subscription Charges will reflect any such upgrades.

 

4.3 Downgrades. You may not downgrade Your Service Plan or reduce the number of Agents during any Subscription Term. If You desire to downgrade Your Service Plan or reduce the number of Agents under any Service Plan for a subsequent Subscription Term,
You must provide Nautilus with thirty (30) days written notice prior to the end of Your then current Subscription Term. You must demote any downgraded Agents prior to the beginning of the subsequent Subscription Term. Downgrading Your Service
Plan may cause loss of content, features, or capacity of the Service as available to You under Your Account, and Nautilus does not accept any liability for such loss.

 

4.4 Taxes. Unless otherwise stated, Our charges do not include any Taxes. You are responsible for paying Taxes assessed in connection with Your subscription to the Services except those assessable against the Nautilus Group measured by its net income.
We will invoice You for such Taxes if We believe We have a legal obligation to do so and You agree to pay such Taxes if so invoiced.

 

4.5 Payment Agent. If You pay by credit card or certain other payment instruments, the Services provide an interface for the Account owner to change credit card information (e.g., upon card renewal). Payments made by credit card, debit card or certain
other payment instruments for the Nautilus Service are billed and processed by Nautilus’s Payment Agent. You hereby authorize the Payment Agent to bill Your credit card or other payment instrument in advance on a periodic basis in accordance with
the terms of the Service Plan for the Services, and for periodic Subscription Charges applicable to Deployed Associated Services to which You subscribe until Your subscription to the Services terminates, and You further agree to pay any Subscription
Charges so incurred. If applicable, You hereby authorize Nautilus and the Payment Agent to charge Your credit card or other payment instrument to establish prepaid credit. The Account owner will receive a receipt upon each acceptance of payment
by the Payment Agent, or they may obtain a receipt from within the Services to track subscription status. To the extent the Payment Agent is not Nautilus, the Payment Agent is acting solely as a billing and processing agent for and on behalf of
Nautilus and shall not be construed to be providing the applicable Service. The Payment Agent uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain or use Your billing information
except to process Your credit card information for the Payment Agent.

 

4.6 Payment Portals. If You mandate Nautilus use a vendor payment portal or compliance portal that charges Nautilus a subscription fee or a percentage of any uploaded invoice as a required cost of doing business, You shall be invoiced by Nautilus
for, and You are obligated to pay, the cost of this fee.

 

SECTION 5. CONFIDENTIAL INFORMATION

 

Each Party will protect the other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each Party protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly
permitted pursuant to this Agreement, each Party may use the other Party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement and shall disclose such Confidential Information
(a) solely to the employees and/or non-employee service providers and contractors who have a need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information;
(b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation. Except for Nautilus’s Security Non-Disclosure
Agreement (where executed by You), the provisions of this Section 5 shall control over any non-disclosure agreement by and between the Parties and any such non-disclosure agreement shall have no further force or effect with respect to the exchange
of Confidential Information after the execution of this Agreement. To be clear, any exchange of Confidential Information prior to the execution of this Agreement shall continue to be governed by any such non-disclosure agreement.

 

 

 

SECTION 6. OWNERSHIP AND SECURITY OF SERVICE DATA

 

6.1 Ownership of Service Data. Subscriber shall retain ownership rights to all Service Data Processed under the terms of this Agreement.

6.2 No Sale of Service Data. Nautilus will never sell, rent, or lease Your Service Data to any third party. We will not share Your Service Data with third parties, except as permitted by this Agreement and in order to provide, secure, and improve
the Services.

6.3 Safeguards. The Nautilus data security group will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Service Data for Enterprise Services in accordance with
the Enterprise Security Measures described at “How We Protect Your Service Data (Enterprise Services)”; for Innovation Services in accordance with the Innovation Security Measures described at “How We Protect Your Service Data (Innovation Services)”;
as well as in accordance with Supplemental Terms for any Deployed Associated Services, as applicable. The Nautilus Group’s compliance with the Enterprise Security Measures or the Innovation Security Measures, each as applicable, shall be deemed
compliance with the Nautilus’s Group’s obligations to protect Service Data as set forth in the Agreement.

 

SECTION 7. PRIVACY PRACTICES

 

7.1 Data Processing Agreement and Subscriber as Data Controller. To the extent Service Data constitutes Personal Data, the Parties agree that You shall be deemed to be the Data Controller, and the relevant entity in the Nautilus Group shall be deemed
to be the Data Processor, as those terms are understood under the Applicable Data Protection Law. We explain how We process Service Data in our role as Data Processor in our Privacy and Data Protection Website available at: https://nautilus-network.com/personal-data-protection-policy/

7.2 Sub-processors. You acknowledge and agree that Nautilus may use Sub-processors, who may access Service Data, to provide, secure and improve the Services. We shall be responsible for the acts and omissions of members of Nautilus Personnel and Sub-processors
to the same extent that We would be responsible if Nautilus was performing the services of each Nautilus Personnel or Sub-processor directly under the terms of this Agreement. The names and locations of all current Sub-processors used for the
Processing of Personal Data within Service Data under this Agreement are set forth in the Sub-processor Policy available on the Nautilus ISO 27001 policies Supplier Information Security Agreement.

7.3 Agent Contact Information. When Nautilus collects Agent Contact Information, including in Our capacity as Data Controller, Nautilus processes such Personal Data in accordance with Our Privacy Policy and Nautilus’s Controller Global Binding Corporate
Rules. Our Privacy Policy explains how We collect and Process Agent Contact Information You are responsible for informing Your Agents of their rights set forth in Our Privacy Policy.

 

 

SECTION 8. TEMPORARY SUSPENSION

 

We reserve the right to restrict functionalities or suspend the Services (or any part thereof), Your Account or Your and/or Agents’ or End-Users’ rights to access and use the Services and remove, disable or quarantine any Service Data or other content
if (a) We reasonably believe that You, Agents or End-Users have violated this Agreement; or (b) We suspect or detect any Malicious Software connected to Your Account or use of a Service by You, Agents or End-Users.

We also reserve the right to immediately suspend Your Account for Your violation of the Nautilus User Content and Conduct Policy. Unless legally prohibited from doing so or where We are legally required to take immediate action, We will use commercially
reasonable efforts to contact You directly via email to notify You when taking any of the foregoing actions. We shall not be liable to You, Agents, End-Users or any other third party for any such modification, suspension or discontinuation of
Your rights to access and use the Services. Any suspected fraudulent, abusive, or illegal activity by You, Agents or End-Users may be referred to law enforcement authorities at Our sole discretion.

 

SECTION 9. NON-NAUTILUS SERVICES

 

If You decide to enable, access or use Non-Nautilus Services, Your access and use of such Non-Nautilus Services shall be governed solely by the terms and conditions of such Non-Nautilus Services. Nautilus does not endorse, is not responsible or liable
for, and makes no representations as to any aspect of such Non-Nautilus Services, including, without limitation, their content or the manner in which they handle, protect, manage or Process data (including Service Data), or any interaction between
You and the provider of such Non-Nautilus Services. We cannot guarantee the continued availability of such Non-Nautilus Service features, and may cease enabling access to them without entitling You to any refund, credit or other compensation,
if, for example and without limitation, the provider of a Non-Nautilus Service ceases to make the Non-Nautilus Service available for interoperation with the corresponding Service in a manner acceptable to Us. You irrevocably waive any claim against
Nautilus with respect to such Non-Nautilus Services. We are not liable for any damage or loss caused or alleged to be caused by or in connection with Your enablement, access or use of any such Non-Nautilus Services, or Your reliance on the privacy
practices, data security processes or other policies of such Non-Nautilus Services. You may be required to register for or log into such Non-Nautilus Services on their respective websites. By enabling any Non-Nautilus Services, You are expressly
permitting Nautilus to disclose Your login and Service Data as necessary to facilitate the use or enablement of such Non-Nautilus Services.

 

SECTION 10. FREE TRIALS AND BETA SERVICES

 

10.1 If You register for a free trial for any of the Services, We will make such Services available to You pursuant to the terms and conditions under trial policy, should you need it, we will email you our trial policy.

 

SECTION 11. INTELLECTUAL PROPERTY RIGHTS

 

11.1 Each Party shall retain all rights, title and interest in any Intellectual Property Rights. The rights granted to You, Agents and End-Users to use the Service(s) under this Agreement do not convey any additional rights in the Service(s) or in
any Intellectual Property Rights of Nautilus associated therewith. Subject only to limited rights to access and use the Service(s) as expressly stated herein, all rights, title and interest in and to the Services and all hardware, Software and
other components of or used to provide the Services, including all related Intellectual Property Rights, will remain with Nautilus and belong exclusively to Nautilus.

 

11.2 The Nautilus Group shall have a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the
Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback We receive from You, Agents, End-Users, or other third parties acting on Your behalf. The Nautilus Group also reserves the right to seek intellectual
property protection for any features, functionality or components that may be based on or that were initiated by suggestions, enhancement requests, recommendations or other feedback We receive from You, Agents, End-Users, or other third parties
acting on Your behalf.

 

11.3 You may only use the Nautilus Marks in a manner permitted by Our Trademark, provided You do not attempt, now or in the future, to claim any rights in the Nautilus Marks, degrade the distinctiveness of the Nautilus Marks, or use the Nautilus Marks
to disparage or misrepresent Nautilus or Our Services. Nautilus’s ability to use Subscriber’s trademarks, service marks, service or trade names or logos will be set forth in an Order Form or by mutual agreement of the Parties.

 

SECTION 12. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

 

12.1 Each Party represents and warrants to the other that (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms; (b) no authorization or approval
from any third party is required in connection with such Party’s execution, delivery or performance of this Agreement; and (c) the execution, delivery and performance of the Agreement does not and will not violate the terms or conditions of any
other agreement to which it is a party or by which it is otherwise bound.

 

12.2 Warranties. We warrant that during an applicable Subscription Term (a) this Agreement and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality
and integrity of Service Data; and (b) the Services will perform materially in accordance with the applicable Documentation. For any breach of a warranty in this section, Your exclusive remedies are those described in Section 3.3 herein.

 

12.3 Disclaimers. EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 12.2, THE SITES AND THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT
PERMITTED BY LAW, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE
THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM US OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY
NOT EXPRESSLY STATED IN THIS AGREEMENT.

 

SECTION 13. INDEMNIFICATION

 

13.1 Indemnification by Us. We will indemnify and defend You from and against any claim brought by a third party against You by reason of Your use of a Service as permitted hereunder, alleging that such Service infringes or misappropriates a third
party’s valid patent, copyright, trademark or trade secret (an “IP Claim”). We shall, at Our expense, defend such IP Claim and pay damages finally awarded against You in connection therewith, including the reasonable fees and expenses of the attorneys
engaged by Nautilus for such defense, provided that (a) You promptly notify Nautilus of the threat or notice of such IP Claim; (b) We will have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle
any such IP Claim (however, We shall not settle or compromise any claim that results in liability or admission of any liability by You without Your prior written consent); and (c) You fully cooperate with Nautilus in connection therewith. If use
of a Service by You, Agents or End-Users has become, or, in Our opinion, is likely to become, the subject of any such IP Claim, We may, at Our option and expense, (i) procure for You the right to continue using the Service(s) as set forth hereunder;
(ii) replace or modify a Service to make it non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable as determined by Nautilus, terminate Your subscription to the Service(s) and repay You, on a pro-rata basis,
any Subscription Charges previously paid to Nautilus for the corresponding unused portion of Your Subscription Term for such Service(s). We will have no liability or obligation under this Section 13.1 with respect to any IP Claim if such claim
is caused in whole or in part by (x) compliance with designs, data, instructions or specifications provided by You; (y) modification of the Service(s) by anyone other than Nautilus or Nautilus Personnel; or (z) the combination, operation or use
of the Service(s) with other hardware or software where a Service would not by itself be infringing. The provisions of this Section 13.1 state the sole, exclusive and entire liability of Nautilus to You and constitute Your sole remedy with respect
to an IP Claim brought by reason of access to or use of a Service by You, Agents or End-Users.

 

13.2 Indemnification by You. You will indemnify, defend and hold Nautilus harmless against any claim brought by a third party against Nautilus (a) arising from or related to use of a Service by You (not from or related to the Service itself), Agents
or End-Users in breach of this Agreement; or (b) alleging that Your use of the Service or Your Service Data infringes or misappropriates a third party’s valid patent, copyright, trademark or trade secret; provided that (i) We promptly notify You
of the threat or notice of such claim; (ii) You will have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such claim (however, You shall not settle or compromise any claim that results in
liability or admission of any liability by Us without Our prior written consent); and (iii) We fully cooperate with You in connection therewith.

 

SECTION 14. LIMITATION OF LIABILITY

 

14.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THIS AGREEMENT, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS
BE LIABLE TO THE OTHER PARTY OR ANY AFFILIATE FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA (WHERE SUCH DATA IS LOST IN THE COURSE OF TRANSMISSION VIA YOUR SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF NAUTILUS), BUSINESS INTERRUPTION,
LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY OTHER TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR FOR ANY OTHER INDIRECT LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ANY AFFILIATE
IN CONNECTION WITH THIS AGREEMENT, THE SERVICES OR PROFESSIONAL SERVICES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

 

14.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE NAUTILUS GROUP’S AGGREGATE LIABILITY TO YOU, ANY AFFILIATE, OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, THE SERVICES OR PROFESSIONAL SERVICES, SHALL IN NO EVENT EXCEED THE
SUBSCRIPTION CHARGES AND/OR CONSULTING FEES PAID BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 14.2 IS TO ALLOCATE
THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SUBSCRIPTION CHARGES AND CONSULTING FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF WE WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH
HEREIN. WE HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE YOU WITH THE RIGHTS TO ACCESS AND USE THE SERVICES AND/OR THE PROFESSIONAL SERVICES PROVIDED FOR IN THIS AGREEMENT. THE LIMITATIONS SET FORTH IN SECTION 14.2 SHALL NOT
APPLY TO CLAIMS OR DAMAGES RESULTING FROM NAUTILUS’S IP CLAIMS INDEMNITY OBLIGATIONS IN SECTION 13.1 OF THIS AGREEMENT.

 

14.3 THE LIMITATION OF LIABILITY PROVIDED FOR HEREIN WILL APPLY IN AGGREGATE TO ANY AND ALL CLAIMS BY SUBSCRIBER AND ITS AFFILIATES, AND SHALL NOT BE CUMULATIVE.

 

14.4 Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages or for personal injury or death, which means that some of the above limitations may not apply to You. IN THESE
JURISDICTIONS, THE NAUTILUS GROUP’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

 

14.5 Any claims or damages that You may have against Nautilus shall only be enforceable against Nautilus and not any other entity, nor any officers, directors, representatives or agents of Nautilus or any other entity.

 

SECTION 15. THIRD-PARTY SERVICE PROVIDERS

 

You agree that the Nautilus Group, and the third-party service providers that are utilized by the Nautilus Group to assist in providing the Services to You, shall have the right to access Your Account and to use, reproduce, distribute and display
the Personal Data of Your Agents to the extent necessary to provide, secure or improve the Services. Any third-party service providers utilized by the Nautilus Group will only be given access to Your Account as is reasonably necessary to provide
the Services and will be subject to (a) confidentiality obligations which are commercially reasonable and substantially consistent with the standards described in Section 5; and (b) such third-party service provider’s agreement to comply with
the data transfer restrictions applicable to Personal Data within Service Data as set forth in Section 7.

 

SECTION 16. ASSIGNMENT, ENTIRE AGREEMENT AND AMENDMENT

 

16.1 Assignment. You may not, directly or indirectly, by operation of law or otherwise, assign all or any part of this Agreement or Your rights under this Agreement, or delegate performance of Your duties under this Agreement, without Our written
prior consent, which consent will not be unreasonably withheld. We may assign this Agreement to any member of the Nautilus Group or in connection with any merger or change of control of Nautilus or the Nautilus Group or the sale of all or substantially
all of Our assets provided that any such successor agrees to fulfill its obligations pursuant to this Agreement. If requested by Nautilus, You must execute Our form to give effect to Nautilus’s assignment. Subject to the foregoing restrictions,
this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.

 

16.2 Entire Agreement. This Agreement constitutes the entire agreement, and supersedes any and all prior agreements between You and Nautilus with regard to the subject matter hereof. This Agreement shall apply in lieu of the terms or conditions in
any purchase order or other order documentation You or any entity which You represent provides (all such terms or conditions being null and void), and, except as expressly stated herein, there are no other agreements, representations, warranties
or commitments which may be relied upon by either Party with respect to the subject matter hereof. There are no oral promises, conditions, representations, understandings, interpretations or terms of any kind between the Parties, except as may
otherwise be expressly provided herein. The headings used herein are for convenience only and shall not affect the interpretation of the terms of this Agreement.

 

16.3 Amendment. We may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. We will notify You not less than ten (10) days prior to the effective date of any such amendment and Your continued use of
the Services following the effective date of any such amendment may be relied upon by Nautilus as Your consent to any such amendment. Our failure to enforce at any time any provision of this Agreement does not constitute a waiver of that provision
or of any other provision of this Agreement.

 

SECTION 17. SEVERABILITY

 

If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law,
and the remaining provisions of this Agreement shall remain in effect.

 

SECTION 18. EXPORT COMPLIANCE AND USE RESTRICTIONS

 

The Services and other Nautilus technology, and derivatives thereof, may be subject to export controls and economic sanctions laws and regulations of Singapore and other jurisdictions. Subscriber agrees to comply with all such laws and regulations
as they relate to access to the Services and other Nautilus technology.

 

SECTION 19. RELATIONSHIP OF THE PARTIES

 

The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.

 

SECTION 20. NOTICE

 

20.1 All notices provided by Nautilus to You under this Agreement may be delivered in writing by (a) nationally recognized delivery service (“Courier”) or mail to the contact mailing address provided by You on any Order Form; or (b) electronic mail
to the electronic mail address provided for Your Account owner.

 

20.2 All Legal Notices provided by You to Nautilus under this Agreement must be delivered in English and in writing by (a) Courier or mail to 62 Ubi Road 1 #11-13 Singapore 408734

Attn: Legal Department; or (b) electronic mail to accountssip@nautilus-network.com. All other notices provided by You to Nautilus under this Agreement must be delivered in English and in writing by electronic mail to accountsip@nautilus-network.com

 

20.3 All notices shall be deemed to have been given immediately upon delivery by electronic mail; or, if otherwise delivered upon the earlier of receipt or two (2) business days after being deposited in the mail or with a Courier as permitted above.

 

SECTION 21. GOVERNING LAW

 

This Agreement shall be governed by the laws of the Republic of Singapore, without reference to conflict of laws principles. Any disputes under this Agreement shall be resolved in a court of general jurisdiction in Singapore. You hereby expressly
agree to submit to the exclusive personal jurisdiction of this jurisdiction for the purpose of resolving any dispute relating to this Agreement or access to or use of the Services by You, Agents or End-Users.

 

SECTION 22. SINGAPORE GOVERNMENT END USE PROVISIONS

 

If You are a Singapore government department or agency or contracting on behalf of such department or agency, any use of use of service as applicable  is the Services  licensed to You with only those rights as provided under the terms and
conditions of this Agreement.

 

SECTION 23. ETHICAL CONDUCT AND COMPLIANCE

 

23.1 Neither Party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of its employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary
course of business do not violate the above restriction.

The Parties shall comply with applicable laws and regulations concerning bribery, corruption, fraud and any other prohibited business practices (“Anti-Bribery and Corruption Laws”). The Parties shall not offer, promise or give any undue advantage,
favour or incentive to any public official, international organization or any other third party. This applies regardless of whether the undue advantage is offered directly or through an intermediary. Each party shall promptly notify the other
party, if it becomes aware of or has specific suspicion of any corruption with regard to the negotiation, conclusion or the performance of this Agreement. If one party has reasonable cause to believe that such payment or gifts have been or are
being made by the other party in breach of this Clause, that party may terminate this Agreement with immediate effect.

23.2 Either Party shall not, directly or indirectly, offer gifts to the other Party’s employees or representatives or anyone closely related to them, unless the gift is of modest value.

23.3 Hospitality, such as social events, meals or other entertainment may be offered if there is a business purpose involved and the cost is kept within reasonable limits. Travel expenses for the individual representing the Partner shall be paid by
the Partner. Hospitality, expenses or gifts shall not be offered or received in situations of contract negotiation, bidding or award.

 

SECTION 24. SURVIVAL

Sections 2.1, 3.5, 3.6, 4.4, 5 – 7, 11 – 21 and 25 shall survive any termination of this Agreement with respect to use of the Services by You, Agents or End-Users. Termination of this Agreement shall not limit a Party’s liability for obligations accrued
as of or prior to such termination or for any breach of this Agreement.

 

 

 

 

SECTION 25. DEFINITIONS

 

When used in this Agreement with the initial letters capitalized, in addition to the terms defined elsewhere in this Agreement, the following terms have the following meanings:

 

“Account” means any accounts or instances created by or on behalf of Subscriber or its Affiliates within the Services.

 

“Additional Feature(s)” means additional features or functionality (including Built by Nautilus Applications, Nautilus Labs apps, Early Access Programs, or Beta Services) that are available or enabled through the Service, but do not form part of the
Service. Additional Features also include third party services that are purchased and/or subscribed to via an Order Form and that are identified as being resold by Nautilus and governed by such third party’s alternate agreement. Additional Features
are purchased or enabled separately and distinctly from Your Service Plan and Deployed Associated Services.

 

“Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under
common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.

 

“Agent” means an individual (including those of Your Affiliates) authorized to use the Service(s) through Your Account as an agent and/or administrator, each as identified through an individual Agent Login.

 

“Agent Contact Information” means Personal Data about Your Agents, such as their name and email address, that Nautilus stores separate from the Services in order to, among other things, communicate with Your Agents and provide customer support. Agent
Contact Information is not considered Service Data.

 

“Agent Login” means a unique username and associated password provisioned to an identifiable individual to permit them to access the Services.

 

“Agreement” means the Master Subscription Agreement together with any and all Supplemental Terms, Order Forms and other documents such as a SOW, BAA, CCPA Addendum and DPA (each, where applicable) along with the Nautilus Privacy Policy located on
Nautilus’s Agreements and Terms Website.

 

“API” means the application programming interfaces developed, made available and enabled by Nautilus that permit Subscribers to access certain functionality provided by the Services, including, without limitation, the REST API that enables the interaction
with the Services automatically through HTTP requests and the application development API that enables the integration of the Services with other web applications.

 

“Applicable Data Protection Law” means the following data protection law(s): (a) the EU Regulation 2016/679 entitled “On the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing
Directive 95/46/EC (General Data Protection Regulation or GDPR)” and the Personal Data Protection Act 2012 of Singapore.

 

“Associated Services” means products, services, features and functionality designed to be used in conjunction with the Services that are not included in the Service Plan to which You subscribe. For avoidance of doubt, Additional Features that are
expressly stated to be governed by separate Supplemental Terms shall not be deemed an Associated Service. Where You have purchased, deployed, or subscribed to an Associated Service, such Associated Service is referred to as a “Deployed Associated
Service.”

“Confidential Business Information” means all Confidential Information that is not Service Data, including, without limitation, Your Agents’ Personal Data and Account information, which Nautilus may store in its systems separate from the Service and
in accordance with Our security policies and procedures.

“Confidential Information” means all information disclosed by one Party to the other Party which is in tangible form and designated as confidential or is information, regardless of form, which a reasonable person would understand to be confidential
given the nature of the information and circumstances of disclosure, including, but not limited to, the terms of this Agreement, Service Data, Personal Data and Confidential Business Information. Notwithstanding the foregoing, Confidential Information
shall not include information that (a) was already known to the receiving Party at the time of disclosure by the disclosing Party; (b) was or is obtained by the receiving Party from a third party not known by the receiving Party to be under an
obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of this Agreement or another valid agreement between the Parties; or (d) was or is independently developed
by the receiving Party without the use of the disclosing Party’s Confidential Information.

“Documentation” means any written or electronic documentation, images, video, text or sounds specifying the functionalities or limitations of the Services or describing Service Plans, as applicable, provided or made available by Nautilus to You in
the applicable Nautilus help center(s), Site or Nautilus developer website (https://developer.Nautilus.com/); provided, however, that Documentation shall specifically exclude any “community moderated” forums as provided or accessible through such
knowledge base(s).

 

“End-User” means any person or entity other than Subscriber or Agents with whom Subscriber, its Agents, or its other End-Users interact while using a Service.

“Enterprise Services” means any Service not designated on Nautilus’s Innovation Services List available on Nautilus’s Website.

“Force Majeure Event” means any circumstances beyond Our reasonable control, including, but not limited to, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving
Our employees), Internet service provider failure or delay, Non-Nautilus Services, or acts undertaken by third parties, including without limitation, denial of service attack.

“Innovation Services” means any Service or feature described on Nautilus’s Innovation Services List available on Nautilus’s Website.

“Intellectual Property Rights” means any and all respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights.

“Legal Notice” means any notice provided by Subscriber to Nautilus under Sections 3.3 and 13.1 of this Agreement.

“Malicious Software” means any viruses, malware, Trojan horses, time bombs, or any other similar harmful software.

“Non-Nautilus Services” means third party products, applications, services, software, networks, systems, directories, websites, databases and information which a Service links to, or which You may connect to or enable in conjunction with a Service,
including, without limitation, Non-Nautilus Services which may be integrated directly into Your Account by You or at Your direction.

“Order Form” means Our generated service order form(s) or online ordering document or process completed, executed or approved by You with respect to Your subscription to a Service, which may detail, among other things, the number of Agents authorized
to use a Service under Your subscription and the Service Plan applicable to Your subscription.

“Payment Agent” means Nautilus SIP Pte Ltd or a payment agent designated by Nautilus.

“Personal Data” means any information relating to an identified or identifiable natural person (‘data subject’) where an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier
such as name, an identification number, location data, an online identifier or to one or more factors specific to their physical, physiological, mental, economic, cultural or social identity of that natural person.

“Personnel” means employees and/or non-employee service providers and contractors of the Nautilus Group engaged by the Nautilus Group in connection with performance hereunder.

“Planned Downtime” means planned downtime for upgrades and maintenance to the Services scheduled in advance of such upgrades and maintenance.

“Privacy Policy” means Nautilus’s privacy policy located at https://nautilus-network.com/personal-data-protection-policy/

 

“Processing/to Process/Processed” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation
or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

“Professional Services” means consulting and professional services (including any training, success and implementation services) provided by Nautilus Personnel as indicated on an Order Form or other written document such as a SOW. Professional Services
may also be referred to as Consulting Services in the Documentation or SOW.

“Service(s)” means the products and services that are ordered by You online through a link or via an Order Form referencing this Agreement, whether on a trial or paid basis, and whether Enterprise Services or Innovation Services, and made available
online by Us, via the applicable subscriber login link and other web pages designated by Us, including, individually and collectively, the applicable Software, updates, API, Documentation, and all Deployed Associated Services that are provided
under this Agreement. “Services” exclude (a) Non-Nautilus Services as that term is defined in this Agreement; and (b) any Additional Features or Associated Services that are not provided under this Agreement or Your Service Plan. From time to
time, the names and descriptions of the Services or any individual Service may be changed. To the extent Subscriber is given access to such Service as so described by virtue of a prior Order Form or other prior acceptance of this Agreement, this
Agreement shall be deemed to apply to such Service as newly named or described.

“Service Data” means all electronic data, text, messages, communications or other materials submitted to and stored within a Service by You, Agents and End-Users in connection with Your use of such Service.

“Service Data Breach” means an unauthorized access or improper disclosure that has been verified to have affected Your Service Data.

“Service Plan(s)” means the packaged service plan(s) and the functionality and services associated therewith (as detailed on the Site and in Documentation applicable to the Service) for the Services.

“Site” means a website operated by the Nautilus Group, including www.nautilus-network.com, as well as all other websites that the Nautilus Group operates (but shall not include the Services).

“Software” means software provided by Nautilus (either by download or access through the internet) that allows Agents or End-Users to use any functionality in connection with the applicable Service.

“Sub-processor” means any third-party data processor engaged by Nautilus as stated at: in the Sub-processor Policy available on the Nautilus ISO 27001 policies Supplier Information Security Agreement, including entities from the Nautilus Group, that
receives Service Data from Nautilus for Processing on behalf of Subscriber and in accordance with this Agreement, Subscriber’s instructions (as communicated by Nautilus), and the terms of its written subcontract.

 

“Subscription Charges” means all charges associated with Your access to and use of an Account.

 

“Subscription Term” means the period during which You have agreed to subscribe to a Service.

 

“Supplemental Terms” means the additional terms and conditions that are (a) included or incorporated on an Order Form via hyperlink or other reference (e.g., when a Deployed Associated Service is purchased); (b) applicable to Professional Services
when purchased by You; (c) applicable to Additional Features when activated by You; and (d) Nautilus’s Service-Specific Terms

 

“Taxes” means taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction.

 

“Usage Charges” means additional Subscription Charges that are incurred by Subscriber relating to the use of certain features and functionality that Subscriber enables within the Service.

 

“We,” “Us” or “Our” means Nautilus as defined below.

 

“Nautilus” means Nautilus SIP Pte Ltd a Singapore corporation, or any of its successors or assignees.

 

“Nautilus Group” means Nautilus SIP Pte Ltd a Singapore corporation together with all its Affiliates.

 

“Nautilus Marks” means any trademarks, service marks, service or trade names, logos or other designations of Nautilus, the Nautilus Group, or its or their Affiliates, whether registered or unregistered.

 

“Nautilus’s Privacy and Data Protection Website” means the website located at: https://nautilus-network.com/personal-data-protection-policy/

“Nautilus’s Service-Specific Terms” means the Supplemental Terms applicable to use of different Services as stated at: Please send your request for a policy statement to terms@nautilus-network.com

“Nautilus User Content and Conduct Policy” means the policy as stated at: Please send your request for a policy statement to terms@nautilus-network.com

Website Terms of Use

Effective as of November 1, 2018, Nautilus SIP Pte Ltd (“Nautilus”) and its subsidiaries, (collectively, the “Nautilus Group” or “we” or “us” or “our”) have updated terms that apply to the use of our Websites (as herein defined). For the purposes of these Terms of Use, the term, “Websites”, shall refer collectively to www.nautilus-network.com as well as the other websites that the Nautilus Group operates and that link to these Terms of Use.

We provide the Websites to you subject to these Terms of Use (“Terms”), which may be updated by us from time to time pursuant to Section 1 herein. By accessing and using the Websites, you accept and agree to be bound by these Terms, Nautilus’s Privacy Policy found here. If you do not agree to these Terms, you should not access or use the Websites. In addition, when accessing the Websites you shall be subject to any posted guidelines or rules applicable to the Websites, which may be posted and modified from time to time. All such guidelines or rules are hereby incorporated by reference into these Terms.

These Terms do not apply to your access to and use of the products and services which we market for subscription on our Websites (our “Services”). The practices and policies, including how we protect, collect, and use electronic data, text, messages, communications or other materials submitted to and stored within the Services by You (“Service Data”) are detailed in and governed by our Master Subscription Agreement, available here, or such other applicable agreement between you and any member of the Nautilus Group relating to your access to and use of such Services (“Service Agreement”).

1. Changes to Terms. These Terms, or any part thereof, may be modified by us, including the addition or removal of terms at any time, and such modifications, additions or deletions will be effective immediately upon posting. Your use of the Websites after such posting shall be deemed to constitute acceptance by you of such modifications, additions or deletions.

2. Changes to Websites. We may change or discontinue any aspect, service or feature of the Websites at any time, including, but not limited to, content, availability, and equipment needed for access or use.

3. Registration. You may be given the opportunity to register via an online registration form or by participating in Interactive Areas (as defined below), such as forums and other community features, to create a user account (“Your Account”) that may allow you to receive information from us and/or to participate in certain features on the Websites. We will use the information you provide in accordance with the Privacy Policy. By registering you represent and warrant that all information that you provide is current, complete and accurate to the best of your knowledge. You agree to maintain and promptly update your information on the Websites so that it remains current, complete and accurate. You are responsible for obtaining and maintaining all connectivity, computer software, hardware and other equipment needed for access to and use of the Websites and all charges related to the same.

4. User Content Guidelines. The following terms apply to content submitted by you:

4.1 The Websites may contain comments sections, discussion forums, or other interactive features (“Interactive Areas”) in which you may post or upload user-generated content, comments, video, photos, messages, other materials or items (collectively, “User Content”). You are solely responsible for your use of any Interactive Areas and you use them at your own risk. Interactive Areas are available for individuals aged 13 years or older. By submitting User Content to an Interactive Area, you represent that you are 13 years of age or older and, if you are under the age of 18, you either are an emancipated minor or have obtained the legal consent of your parent or legal guardian to enter into these Terms, submit content, and participate on the Websites.

4.2 By submitting any User Content or participating in an Interactive Area within or in connection with the Websites, you agree that you will not upload, post or otherwise transmit any User Content that (a) violates or infringes in any way upon the rights of others, including any statements which may defame, harass, stalk or threaten others; (b) you know to be false, misleading or inaccurate; (c) contains blatant expressions of bigotry, racism, racially or ethnically offensive content, hate speech, abusiveness, vulgarity or profanity; (d) contains or advocates pornography or sexually explicit content, pedophilia, incest, bestiality, or that is otherwise obscene or lewd; (e) violates any law or advocates or provides instruction on dangerous, illegal, or predatory acts, or discusses illegal activities with the intent to commit them; (f) advocates violent behavior; (g) poses a reasonable threat to personal or public safety; (h) contains violent images of killing or physical abuse that appear to have been captured solely, or principally, for exploitative, prurient, or gratuitous purposes; (i) is protected by copyright, trademark, trade secret, right of publicity or other proprietary right without the express permission of the owner of such copyright, trademark, trade secret, right of publicity or other proprietary right. The burden of determining that any User Content is not protected by copyright, trademark, trade secret, right of publicity or other proprietary right rests with you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, trade secrets, rights of publicity or other proprietary rights or any other harm resulting from such a submission. Any person determined by Nautilus, in its sole discretion, to have violated the intellectual property or other rights of others shall be barred from submitting or posting any further material on the Websites; (j) does not generally pertain to the designated topic or theme of any Interactive Area; (k) contains any unsolicited or unauthorized advertising or promotional materials with respect to products or services, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation; or (l) uses the name or likeness of an identifiable natural person without such person’s consent. The burden of determining that any User Content is not protected by copyright, trademark, trade secret, right of publicity or other proprietary right rests with you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, trade secrets, rights of publicity or other proprietary rights or any other harm resulting from such a submission. Any person determined by Nautilus, in its sole discretion, to have violated the intellectual property or other rights of others shall be barred from submitting or posting any further material on the Websites.

4.3 You agree not to represent or suggest, directly or indirectly, the Nautilus Group’s endorsement of User Content.

4.4 You agree not to upload, post or otherwise transmit any User Content, software or other materials which contain a virus or other harmful or disruptive component.

4.5 You agree not to use any service, technology or automated system to artificially inflate the page views that your User Content receives. This includes pay-per-click services, web “robots” and any other current or future technologies. You also agree not to direct any third party to use these services, technologies or automated systems on your behalf.

4.6 You agree not to use any technology, service or automated system to post more User Content than an individual could upload in a given period of time. You also agree not to direct any third party to use these services, technologies or automated systems on your behalf.

4.7 Any conduct that we, in our sole discretion, believe restricts or inhibits anyone else from using or enjoying the Websites will not be permitted. We reserve the right, in our sole discretion, to remove or edit User Content submitted by you.

4.8 We are not responsible for the accuracy or credibility of any User Content, and do not take any responsibility or assume any liability for any actions you may take as a result of reading User Content posted on the Websites. Through your use of Interactive Areas, you may be exposed to content that you may find offensive, objectionable, harmful, inaccurate or deceptive. There may also be risks of dealing with underage persons, people acting under false pretense, international trade issues and foreign nationals. By using Interactive Areas, you assume all associated risks.

4.9 We have the right, but not the obligation, to monitor User Content posted or uploaded to the Websites to determine compliance with these Terms and any operating rules established by us and to satisfy any law, regulation or authorized government request. Although we have no obligation to monitor, screen, edit or remove any of the User Content posted or uploaded to the Websites, we reserve the right, and have absolute discretion, to screen, edit, refuse to post or remove without notice any User Content posted or uploaded to the Websites at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Content posted to the Websites at your sole cost and expense. The decision by Nautilus to monitor and/or modify User Content does not constitute nor shall it be deemed to constitute any responsibility or liability in any manner on our part in connection with or arising from your use of Interactive Areas on the Websites.

4.10 By submitting User Content to the Websites, you automatically grant us a royalty-free, perpetual, irrevocable, non-exclusive, worldwide right and license to use, publish, reproduce, modify, adapt, edit, translate, create derivative works from, incorporate into other works, distribute, sublicense (through multiple tiers) and otherwise exploit such User Content (in whole or in part) in any form, media or technology now known or hereafter developed, without payment to you or to any third parties. Additionally, to the fullest extent permitted under applicable law, you waive your moral rights in the User Content and agree not to assert such rights against us. You represent and warrant to us that you have the full legal right, power and authority to grant to us the license provided for herein, that you own or control the complete exhibition and other rights to the User Content you submitted for the purposes contemplated in this license and that neither the User Content nor the exercise of the rights granted herein shall violate these Terms, or infringe upon any rights, including the right of privacy or right of publicity, or constitute a libel or slander against, or violate any common law or any other right of, or cause injury to, any person or entity. You further grant to us the right, but not the obligation, to pursue at law any person or entity that violates your or our rights in the User Content by a breach of these Terms.

5. User Conduct Guidelines. The following terms apply to your conduct when accessing or using the Websites: (a) you agree not to interfere with or disrupt the Websites or the servers or networks connected to the Websites, or disobey any requirements, procedures, policies or regulations of networks connected to the Websites; (b) you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purpose, any portion of the Websites, use of the Websites, or access to the Websites; (c) you agree not to engage in any activity that would constitute a criminal offense or give rise to a civil liability; (d) you agree not to impersonate any person or entity, including, but not limited to, the Nautilus Group or any Nautilus Group employee, or falsely state or otherwise misrepresent your affiliation with any person or entity; and (e) you agree not to interfere with any other user’s right to privacy, including by harvesting or collecting personally-identifiable information about users of the Websites or posting private information about a third party.

6. Intellectual Property Rights. All text, graphics, photographs, trademarks, logos, icons, user interfaces, sounds, music, videos, artwork, software and computer code (collectively, “Content”), including but not limited to the “look and feel”, layout, design, structure, color scheme, selection, combination and arrangement of the Content present on the Websites is owned by or licensed to us. Such Content is protected by copyright, trademark, trade dress and various other intellectual property and unfair competition laws.

Except with our express prior written permission or as permitted by applicable laws, you may not copy, distribute, reproduce, mirror, frame, publicly display, publicly perform, translate, create derivative works of, re-publish or transmit the Websites or Content (in whole or in part) in any way or through any medium for distribution, publication or any commercial purpose.

You may display, copy and download Content from the Websites solely for your personal and non­-commercial use provided that: (a) you do not remove any copyright or proprietary notice from the Content; (b) such Content will not be copied or posted on any networked computer or published in any medium; and (c) no modifications are made to such Content.

7. Disclaimer of Warranty; Limitation of Liability.

(A) YOU EXPRESSLY AGREE THAT USE OF THE WEBSITES IS AT YOUR SOLE RISK. THE NAUTILUS GROUP, ITS OTHER AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS, THIRD-PARTY SERVICE PROVIDERS OR LICENSORS DO NOT WARRANT THAT USE OF THE WEBSITES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEBSITES, NOR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE WEBSITES.

(B) THE WEBSITES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS.

(C) TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL THE NAUTILUS GROUP, OR ITS FUTURE PARENT OR AFFILIATED COMPANIES, BE LIABLE TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION OR FOR ANY FORM OF DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES BASED ON ANY CAUSES OF ACTION ARISING OUT OF USE OF THE WEBSITES OR ANY ALLEGED FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, OR DELAY IN SERVICE, OPERATION, OR TRANSMISSION OF THE WEBSITES, OR ANY ALLEGED COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OF PROPERTY, AND/OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF OR POSTING OF ANY RECORD, CONTENT, OR TECHNOLOGY, PERTAINING TO OR ON THE WEBSITES. YOU AGREE THAT THIS LIMITATION OF LIABILITY APPLIES WHETHER SUCH ALLEGATIONS ARE FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR FALL UNDER ANY OTHER CAUSE OF ACTION, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF THE NAUTILUS GROUP OR FUTURE PARENT OR AFFILIATED COMPANIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ALSO SPECIFICALLY ACKNOWLEDGE THAT THE NAUTILUS GROUP OR FUTURE PARENT OR AFFILIATED COMPANIES ARE NOT LIABLE FOR ANY ACTUAL OR ALLEGED DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OF THE WEBSITES OR ANY OTHER THIRD PARTIES.

IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

(D) We disclaim any and all liability of any kind for any unauthorized access to or use of your personally identifiable information. By accessing the Websites, you acknowledge and agree to our disclaimer of any such liability. If you do not agree, you should not access or use the Websites.

8. Indemnification. You agree to defend, indemnify and hold harmless the Nautilus Group, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of the use of the Websites by you. The Nautilus Group reserves the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this section. In such event, you shall provide Nautilus with such cooperation as is reasonably requested by the Nautilus Group.

9. Termination. We may terminate or suspend these Terms at any time without notice to you. Without limiting the foregoing, we shall have the right to immediately terminate your access to the Websites in the event of any conduct by you which we, in our sole discretion, consider to be unacceptable, or in the event of any breach by you of these Terms. The provisions of Sections 2, and 5-12 shall survive termination of these Terms.

10. Governing Law. The content, data, video, and all other material and features on the Websites are presented for the purpose of providing entertainment, news and/or information and/or promoting programs, films, music, games, and other products and/or services that are or may become available in the Singapore, its territories, possessions, and protectorates.

Any and all disputes, claims and controversies arising out of or in connection with your access to, and/or use of the Websites, and/or the provision of content, services, and/or technology on or through the Websites shall be governed by and construed exclusively in accordance with the laws and decisions of the State of California applicable to contracts made, entered into and performed entirely therein, without giving effect to its conflict of laws provisions.

Please report any violations of these Terms to the Nautilus Legal Department.

11. Copyrights and Copyright Agent. We respect others’ intellectual property rights, and expect our users and customers to do the same. If you believe that your work has been copied on the Websites in a way that constitutes copyright infringement, please follow the procedures outlined in Nautilus’s Copyright Infringement Notice & Takedown Policy. We reserve the right to terminate access to the Websites for users or customers who post material that infringes the intellectual property rights of others.

12. Miscellaneous. These Terms and any operating rules for the Websites established by us constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. The provisions of these Terms are for the benefit of the Nautilus Group, its affiliates and its third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any part of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, it will be replaced with language reflecting the original purpose in a valid and enforceable manner. The enforceable sections of these Terms will remain binding upon the parties. The section headings used herein are for convenience only and shall not be given any legal import.

13. English Version Controls

Non-English translations of this Policy are provided for convenience only. In the event of any ambiguity or conflict between translations, the English version is authoritative and controls.

How We Protect Your Service Data (Enterprise Services)

The Nautilus Group is committed to providing a robust and comprehensive security program for Enterprise Services, including the security measures set forth in these Supplemental Terms (“Enterprise Security Measures”). During the Subscription Term, these Enterprise Security Measures may change without notice, as standards evolve or as additional controls are implemented or existing controls are modified as We deem reasonably necessary.

Enterprise Security Measures Utilized by Us
We will abide by these Enterprise Security Measures to protect Service Data as is reasonably necessary to provide the Enterprise Services:

1. Security Policies and Personnel. We have and will maintain a managed security program to identify risks and implement preventative technology, as well as technology and processes for common attack mitigation. This program is and will be reviewed on a regular basis to provide for continued effectiveness and accuracy. We have, and will maintain, a full-time information security team responsible for monitoring and reviewing security infrastructure for Our networks, systems and services, responding to security incidents, and developing and delivering training to Our employees in compliance with Our security policies.

2. Data Transmission. We will maintain commercially reasonable administrative, physical and technical safeguards to protect the security, confidentiality, and integrity of Service Data. These safeguards include encryption of Service Data at rest and in transmission with Our user interfaces or APIs (using TLS or similar technologies) over the internet, except for any Non-Nautilus Service that does not support encryption, which You may link to through the Enterprise Services at Your election.

3. Audits and Certifications. Upon Subscriber’s request, and subject to the confidentiality obligations set forth in this Agreement, Nautilus shall make available to Subscriber that is not a competitor of Nautilus (or Subscriber’s independent, third-party auditor that is not a competitor of Nautilus) information regarding Nautilus’s compliance with the obligations set forth in this Agreement in the form of the Nautilus’s ISO 27001 certification.

4. Incident Response. We have an incident management process for security events that may affect the confidentiality, integrity, or availability of Our systems or data that includes a response time under which Nautilus will contact its subscribers upon verification of a security incident that affects Your Service Data. This process specifies courses of action, procedures for notification, escalation, mitigation, and documentation. The incident response program includes 24×7 centralized monitoring systems and on-call staffing to respond to service incidents. Unless ordered otherwise by law enforcement or government agency, You will be notified within seventy-two (72) hours of a Service Data Breach. “Service Data Breach” means an unauthorized access or improper disclosure that has been verified to have affected Your Service Data.

5. Access Control and Privilege Management. We restrict administrative access to production systems to approved personnel. We require such personnel to have unique IDs and associated cryptographic keys and/or use of complex ephemeral tokens. These keys and/or tokens are used to authenticate and identify each person’s activities on Our systems, including access to Service Data. Upon hire, Our approved personnel are assigned unique ID’s and credentials. Upon termination of personnel, or where compromise of such credentials is suspected, these credentials are revoked. Access rights and levels are based on Our employees’ job function and role, using the concepts of least-privilege and need-to-know basis to match access privileges to defined responsibilities.

6. Network Management and Security. The Sub-Processors utilized by Us for hosting services maintain industry standard fully redundant and secure network architecture with reasonably sufficient bandwidth as well as redundant network infrastructure to mitigate the impact of individual component failure. Our security team utilizes industry standard utilities to provide defense against known common unauthorized network activity, monitors security advisory lists for vulnerabilities, and undertakes regular external vulnerability scans and audits.

7. Data Center Environment and Physical Security. The Sub-Processors’ environments which are utilized by Us for hosting services in connection with Our provision of the Enterprise Services employ the following security measures:

A security organization responsible for physical security functions 24x7x365.
Access to areas where systems or system components are installed or stored within data centers is restricted through security measures and policies consistent with industry standards.
N+1 uninterruptible power supply and HVAC systems, backup power generator architecture and advanced fire suppression.
Technical and Organizational Enterprise Security Measures for Third-Party Service Providers Who Process Service Data
Any third-party service providers that are utilized by the Nautilus Group will only be given access to Your Account and Service Data as is reasonably necessary to provide the Enterprise Services. Nautilus maintains a vendor security review program which assesses and manages any potential risks involved in using these third-party service providers who have access to Service Data and such third-party service providers will be subject to, among the other requirements in the Master Subscription Agreement, their implementing and maintaining compliance with the following appropriate technical and organizational security measures:

1. Physical Access Controls. Third-party service providers shall take reasonable measures, such as security personnel and secured buildings, to prevent unauthorized persons from gaining physical access to data processing systems in which Service Data is Processed.

2. System Access Controls. Third-party service providers shall take reasonable measures to prevent data processing systems from being used without authorization. These controls shall vary based on the nature of Processing undertaken and may include, among other controls, authentication via passwords and/or two-factor authentication, documented authorization processes, documented change management processes, and/or logging of access on several levels.

3. Data Access Controls. Third-party service providers shall take reasonable measures to provide that Service Data is accessible and manageable only by properly authorized staff, direct database query access is restricted and application access rights are established and enforced to ensure that persons entitled to access Service Data only have access to Service Data to which they have the privilege of access; and, that Service Data cannot be read, copied, modified, or removed without authorization in the course of Processing.

4. Transmission Controls. Third-party service providers shall take reasonable measures to ensure that it is possible to check and establish to which entities the transfer of Service Data by means of data transmission facilities is envisaged so Service Data cannot be read, copied, modified, or removed without authorization during electronic transmission or transport.

5. Input Controls. Third-party service providers shall take reasonable measures to ensure that it is possible to check and establish whether and by whom Service Data has been entered into data processing systems, modified or removed; and, any transfer of Service Data to a third-party service provider is made via a secure transmission.

6. Data Protection. Third-party service providers shall take reasonable measures to provide that Service Data is secured to protect against accidental destruction or loss.

7. Logical Separation. Third-party service providers shall logically segregate Service Data from the data of other parties on its systems to ensure that Service Data may be Processed separately.

Professional Services Terms and Conditions

If Subscriber engages Nautilus for the provision of Professional Services:

1. Scope and Retention. Nautilus hereby agrees to provide the professional services (including any training, success, and implementation services) (collectively, “Professional Services”) indicated on any mutually agreed upon and executed Statement of Work (“SOW”) or other written document (such as a “Description of Professional Services” on an Order Form) in exchange for the fees set forth therein (“Professional Services Fees”). Any SOW or other written document shall describe the scope, fees, nature and other relevant characteristics of any services being provided by Nautilus to Subscriber as part of the Professional Services which shall be governed by the terms of the Agreement. Nautilus shall not be obligated to perform any Professional Services until both Parties have mutually agreed upon and executed a SOW or Order Form with respect to such Professional Services.

2. Performance and Acceptance of Professional Services.
2.1 Nautilus and Subscriber agree to cooperate in good faith to achieve satisfactory completion of the Professional Services in a timely and professional manner.

2.2 Nautilus will perform the Professional Services through qualified employees and/or non-employee contractors of Nautilus (“Subcontractors” and together with Nautilus’s employees for the purposes of these Supplemental Terms, “Professional Services Personnel”).

2.3 Subscriber agrees to provide, at no cost to Nautilus, timely and adequate assistance and other resources reasonably requested by Nautilus to enable the performance of the Professional Services (collectively, “Assistance”). Nautilus, including its Subcontractors, will not be liable for any deficiency in the performance of Professional Services to the extent such deficiency results from any acts or omissions of Subscriber, including, but not limited to, Subscriber’s failure to provide Assistance as required hereunder.

2.4 In performing the Professional Services, Nautilus will utilize Professional Services Personnel as it deems necessary to perform the Professional Services or any portion thereof. Subscriber may object to Nautilus’s use of a Subcontractor by specifying its reasonable objection to Nautilus, in which case the Parties will cooperate in good faith to appoint another Professional Services Personnel to perform such Professional Services. Nautilus may replace Professional Services Personnel in its normal course of business, provided that Nautilus will be responsible for the performance of Professional Services by all Professional Services Personnel.

2.5 Nautilus will control the method and manner of performing all work necessary for completion of Professional Services, including but not limited to the supervision and control of any Professional Services Personnel performing Professional Services. Nautilus will maintain such a number of qualified Professional Services Personnel and appropriate facilities and other resources sufficient to perform Nautilus’s obligations under the Agreement in accordance with its terms.

2.6 Deliverables (as defined in an SOW) shall be deemed accepted by Subscriber in accordance with the terms of the applicable SOW or Order Form.

3. Change Request Orders. After execution of a SOW or Order Form, the Professional Services to be provided under that SOW or Order Form may only be changed through a change request order mutually executed by the Parties (“Change Order”).

4. Consulting Fees. Subscriber will pay Nautilus the Consulting Fees as detailed or described in an Order Form or SOW.

5. Relationship of the Parties. Nautilus is an independent contractor and will maintain complete control of and responsibility for its Professional Services Personnel, methods and operations in providing the Professional Services. Nautilus will never hold itself out as an agent, subsidiary or affiliate of Subscriber for any purpose, including reporting to any government authority. The Agreement will not be construed so as to create a partnership, other joint venture or undertaking, or any agency relationship between the Parties, and neither Party shall become liable for any representation, act or omission of the other Party or have the authority to contractually bind the other Party. Any Consulting Fees, Expenses or other amounts paid by Subscriber to Nautilus hereunder shall not be considered salary for pension or wage tax purposes and neither Nautilus nor its Professional Services Personnel will be entitled to any fringe benefits, including sick or vacation pay, or other supplemental benefits of Subscriber, unless otherwise required by law. Subscriber shall not be responsible for deducting or withholding from Consulting Fees or Expenses paid for Professional Services any taxes, unemployment, social security or other such expense unless otherwise required by law.

6. Warranties.
6.1 Nautilus hereby represents and warrants that:

(a) the Professional Services provided pursuant to the Agreement will be performed in a timely and professional manner by Nautilus and its Professional Services Personnel, consistent with generally-accepted industry standards; provided that Subscriber’s sole and exclusive remedy for any breach of this warranty will be, at Nautilus’s option, re-performance of the Professional Services or termination of the applicable SOW and return of the portion of the Consulting Fees paid to Nautilus by Subscriber for the nonconforming portion of the Professional Services; and

(b) it is under no contractual or other restrictions or obligations which are inconsistent with the execution of the Agreement, or, to its best knowledge, which will interfere with its performance of the Professional Services.

 

6.2 The Parties hereby agree that: EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 6.1 ABOVE, ALL PROFESSIONAL SERVICES AND DELIVERABLES ARE PROVIDED TO SUBSCRIBER “AS IS” AND NAUTILUS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, OR ANY REPRESENTATIONS TO SUBSCRIBER OR ANY THIRD PARTY REGARDING THE USABILITY, CONDITION, OPERATION OR FITNESS THEREOF AND NAUTILUS EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING PROFESSIONAL SERVICES AND DELIVERABLES, INCLUDING, WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR ACCURACY. NAUTILUS SHALL NOT BE RESPONSIBLE, IN LAW OR OTHERWISE, FOR ANY DELIVERABLES DESPITE ANY OTHER WARRANTIES OR GUARANTEES, IN THE EVENT THAT SUBSCRIBER MODIFIES ANY DELIVERABLES IN A MANNER NOT INSTRUCTED BY NAUTILUS. NAUTILUS DOES NOT WARRANT THAT SUBSCRIBER’S OR ANY THIRD PARTY’S ACCESS TO OR USE OF THE DELIVERABLES SHALL BE UNINTERRUPTED OR ERROR-FREE, OR THAT IT WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY. FURTHER, NAUTILUS EXPRESSLY DISCLAIMS ANY RESPONSIBILITY TO SUPPORT OR MAINTAIN ANY DELIVERABLE AND WILL NOT DO SO UNLESS OTHERWISE AGREED BY THE PARTIES. THIS DISCLAIMER OF WARRANTY AND LIABILITY IS EXPRESSLY MADE IN ADDITION TO ANY DISCLAIMERS MADE BY NAUTILUS OR ITS AFFILIATES UNDER THE AGREEMENT WITH RESPECT TO THE SERVICES AS APPLICABLE TO SUBSCRIBER AND ANY THIRD PARTY’S USE OF THE SERVICES.

7. Rights to Deliverables; Ownership.
7.1 The Parties hereby agree that the specified Professional Services to be completed pursuant to any SOW or Order Form primarily involve the configuration of Subscriber’s subscription to a Service and integration of Subscriber data with and into one or more Services, and therefore the Deliverables are inoperative without an active subscription to a Service. As between the Parties, Nautilus shall solely and exclusively own all right, title, and interest in the Deliverables, including all derivatives, enhancements and modifications thereof; and Subscriber hereby makes all assignments necessary to accomplish the foregoing ownership. Subject to the terms and conditions hereof, Nautilus grants Subscriber a non-exclusive, non-transferable, non-sublicensable license to use the Deliverables solely in connection with Subscriber’s permitted use of the Services.

7.2 A “Subscriber Contribution” is source code that is created by Subscriber in connection with the Professional Services and is specifically identified in a SOW. Subscriber and Nautilus agree that Subscriber retains title to Subscriber Contributions, and Subscriber hereby grants Nautilus a non-exclusive license to use and exercise the Subscriber Contributions for the performance of the Professional Services and Services.

8. Open Source. Nautilus may incorporate open source materials into any Deliverable. Nautilus will notify Subscriber that it is providing such open source software upon or prior to delivery, and Nautilus will avoid providing any open source materials that are governed by a so-called “copyleft license” that would require Subscriber to permit any disclosure of, distribute or make available any of Subscriber’s proprietary software if Subscriber uses the Deliverables as permitted hereunder. Any open source materials provided by Nautilus are licensed to Subscriber pursuant to the terms of the applicable open source license and not this Agreement.

Nautilus Service Level Agreement (SLA)

 

 

This Nautilus cloud phone Service Level Agreement (this “SLA”) is a policy governing the use of the Included Services (listed below) and applies separately to each account using the Included Services. In the event of a conflict between the terms of this SLA and the terms of the Nautilus Customer Agreement or other agreement with us governing your use of our Services (the “Agreement”), the terms and conditions of this SLA apply, but only to the extent of such conflict. Capitalized terms used herein but not defined herein shall have the meanings set forth in the Agreement.

 

Included Services

  • Nautilus Cloud Phone Extension
  • Nautilus Native DID Numbers availability (Singapore Number only)
  • Nautilus Cloud Call Report Portal
  • Zendesk
  • Ada
  • Nautilus WhatsApps module
  • Nautilus SMS gateway
  • Nautilus DR using high availability service on a cloud architect (refer to the Nautilus data Centre white paper)

General Service Commitment

Nautilus cloud will use commercially reasonable efforts to make the Included Services each available for each Nautilus cloud region with a Monthly Uptime Percentage of at least 99.99%, in each case during any monthly billing cycle (the “Service Commitment”). In the event any of the Included Services do not meet the Service Commitment, you will be eligible to receive a Service Credit as described below.

 

Target Respond Timeline

  1. Total unavailability within 5 mins within 15 minutes
  2. Partial unavailability within 15 mins within 30 minutes
  • Minor / Localized Within 4 hours Within 1 working days.

 

Target Resolution Timeline

  1. Total unavailability Within 1 hour Within 2 hours
  2. Partial unavailability Within 1 hour Within 4 hours
  3. Minor / Localized Within 4 hours Within 3 working days

Nautilus Cloud Phone Extension

Nautilus will use commercially reasonable efforts to ensure that each individual Nautilus Cloud Phone Extension has an Hourly Uptime Percentage of at least 90% of the time in which that cloud phone is deployed during each clock hour (the “Hourly Commitment”). In the event any cloud phone does not meet the Hourly Commitment, you will not be charged for that instance hour of cloud phone usage.

Nautilus Cloud SLA Exclusions

 

The Service Commitment and Hourly Commitment do not apply to any unavailability, suspension or termination an Included Service, or any other Included Service performance issues: (i) caused by factors outside of our reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of the applicable Included Service; (ii) that result from any actions or inactions of you or any third party, including failure to acknowledge a recovery volume; (iii) that result from your on-premises equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control); or (iv) arising from our suspension or termination of your right to use the applicable Included Service in accordance with the Agreement (collectively, the “Nautilus  SLA Exclusions”). If availability is impacted by factors other than those used in our Monthly Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our discretion.

 

Definitions

 

  • “Unavailable” and “Unavailability” mean:

 

  • Nautilus Cloud Phone Extension, when your Nautilus Cloud Phone Extension account has no external phone connectivity from the cloud itself.
  • For Zendesk, when the Zendesk account is not accessible to user login.
  • When the telephone line is not picking up call and thus the call is engaged
  • When the phone extension is not online
  • When the network availability supporting the connection from customer end to Nautilus cloud is down
  • When Zendesk instance in Zendesk is down and no service of the Zendesk is available.

 

 

 

 

Nautilus Cloud Support System

 

 

 

 

The Nautilus support is the most important and rhythmically composed part of the business. Being a telephone service experience firm, support is the key in creating long-term stability of product and solution. Our helpdesk supports the support cases through chat, WhatsApp messsages, calls and emails.

 

Nautilus team manage engineers from three levels.

Level one takes the first call while our CRM ticketing system copy the distress message and sends the ticket to all personnel in the support network. When lvl 1 needs tech support, then level 2, and three engineers with the assistance Asterisk digium takes the support quickly establish a resolution time. Both on-site and remote maintenance is required for this solution.

 

 

 

Help Centre