Customer Science Support Site

1.1 This Agreement contains the entire understanding of UCA and Customer and supersedes all prior written or oral communication between the parties with respect to the subject matter hereof. 

1.2 This Agreement does not operate as an acceptance of any conflicting terms and conditions and shall prevail over any conflicting provisions set forth in any Customer purchase order or any other instruments. By accessing the CXiaaS Platform or the CXiaaS free trial, Customer acknowledges that it has reviewed the terms and conditions of this Agreement and all terms incorporated by reference and agrees to be legally bound thereby. 

1.3 In addition, when using the Services, you shall be subject to any posted guidelines, rules, or terms applicable to such Services, which may be posted from time to time and are subject to change. All such guidelines, rules, or terms (including without limitation the UCA Data Policy, UCA Privacy Policy, UCA Cookie Policy, and UCA Terms of Service) are hereby incorporated by reference into this Agreement. UCA may choose to offer other products or services that are governed by additional terms and conditions. 

1.4 UCA reserves the right, at its sole discretion, to modify, discontinue, or terminate the Services or to modify this Agreement at any time.  

If we modify these Terms, we will provide You with notice of the modification. By continuing to access or use the Services after we have given notice of a modification to the Terms, you agree to be bound by the modified Terms. If the modified Terms are not acceptable to You, you agree to immediately stop using the Services. 

2.1 User means any individual who: (1) has been supplied with user identification and a password to access and use the Services on behalf of your organization, or (2) any individual who has access to the UCA CXiaaS Platform or website, or (3) any individual who can view a dashboard created with UCA CXiaaS, or (4) any user who can create any dashboard using UCA CXiaaS. Users may include but are not limited to your employees, consultants, customers, contractors and agents, and third parties with whom You transact business. 

2.2 User License means a single copy of an individual named user license that can be assigned to an individual within Customer’s organization or outside Customer’s organization. 

2.3 Computer System means the computer hardware equipment on which Customer has elected to install, access, or execute a given copy of the Services. 

2.4 “Personal Data” means any information relating to an identified or identifiable natural person (“Data Subject”); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, or an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person and/or any data considered “personal data” and/or “personally identifiable information” by any data protection or privacy law or regulation. 

2.5 Documentation means the softcopy documentation provided by UCA with the Services, such as softcopy user manuals and online help. 

2.6 Services means, collectively, access to the UCA CXiaaS Platform, access to the UCA CXiaaS site, and access to the Documentation. 

2.7 Your Data means any data or information that You push or pull into the Services for the purpose of data visualization or creating a new, actionable perspective on your business. 

5.1 The service fee (“Service Fee”) is the aggregate of the fees for the Services selected by Customer. Fees must be paid monthly to continue to have access to CXiaaS. 

5.2 The Service Fee is an annual fee that must be paid to continue to utilize the Services. 

5.3 For UCA CXiaaS, the Service Fee is due prior to accessing CXiaaS. All payments under this Agreement shall be made in Australian dollars unless otherwise agreed in writing. Charges will be based on the specific plan chosen by the Customer. Customer must pay the Service Fee that will cover each User. 

5.4 If You do not pay any Service Fee covering a given period, your account will be suspended, and You cannot access any Data. If Your account is suspended for more than 60 days, your account subscription and any of its data stored on the CXiaaS Site will be deleted. 

5.5 Payment Terms. The payments made to UCA shall be made on a recurring basis and shall be charged in accordance with your usage of the Service. All billing cycles are renewed automatically for the same billing cycle. Fees for the current cycle are based on the prevailing rate on the first date of such cycle according to the service selected. 

5.6 All Fees are stated, and shall be paid, in Australian Dollars, unless otherwise agreed in writing, are non-refundable, and are exclusive of all taxes, levies, or duties, which are Your responsibility. 

5.7 Withholding Taxes. If You are located in a jurisdiction which requires You to deduct or withhold taxes or other amounts from any amounts due to us, you must notify us in writing. In such a case, we reserve the right to assess the withheld amount or to increase the gross amount of the applicable payment so that, after the deduction or withholding for taxes, the net amount paid to us will not be less than the amount we would have received without the required deduction or withholding. The available payment methods and the required payment schedule are set forth in the Order Form. 

5.8 Payment Processing. You agree to promptly notify us of any changes to Your billing information. In case You pay with a credit card, you hereby authorize us to charge Your credit card on a recurring basis for all applicable fees and to store Your credit card information on our servers and/or on third-party payment processing providers’ servers. 

5.9 If You are invoiced for Consulting, all amounts are payable within 30 days of receiving an invoice. Your payment may be processed through a third-party payment processing service, and additional terms may apply to such payments. We currently engage a third party for online payment processing services, and in addition to these Terms, you agree that such third-party terms and conditions shall apply to Your online payments of the Fees. We reserve the right to use other third-party payment processing services for such purposes in the future. 

6.1 Subject to: (1) the terms and conditions of this Agreement and (2) continuous payment of the monthly Service Fee, UCA grants each User License a non-exclusive right to access, view, and use the CXiaaS site for the term of the subscription services. 

6.2 The User License can be used to build Dashboards, connect to data sources, view dashboards, and see data. However, unless You purchase Consulting Hours, it is up to You to build the Dashboards. 

6.3 UCA does offer Standard Support to answer any general questions or concerns. 

6.4 You are fully responsible for how You represent the Data, the connections of the Data, and how You choose to build Dashboards for the CXiaaS platform. 

6.5 You need to have one User License for each individual who accesses or views the CXiaaS site and for those users being monitored by the product, or for each individual who views and publishes dashboards that may not be monitored in the Call Centre. 

6.6 The User Licenses are limited, non-exclusive, non-transferable, non-sublicensable, named-user licenses to use the Services. You acknowledge that UCA CXiaaS is an online, subscription-based product and that we may make changes to UCA CXiaaS at any time. 

7.1 Customer acknowledges and agrees that there are additional limitations on accessing the Services. 
 

(a) Customer must ensure that each individual who accesses any part of the Services, any dashboard or data, any screenshot of any dashboard, or anything derived from the Services has a license. 

(b) UCA will, in its sole discretion, make the final determination as to the number of User Licenses that Customer must obtain in order to provide adequate licenses for Customer’s personnel and authorized subcontractors. 

(c) Customer acknowledges and agrees that Customer, or anyone acting on behalf of the Customer, will not reverse engineer the Services or any piece of technology or product that is incorporated into or links to the Services. 

(d) Customer acknowledges and agrees that a breach of Section 7.3 is a material breach of the Agreement that will result in termination of the Agreement and all Customer licensed rights. 

7.2 You may not, and shall not, allow a User or any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, display, transmit, broadcast, transfer, or distribute any portion of the Service or the Sites to any unlicensed third party, including, but not limited to, your affiliates. 

7.3 You may not allow any User or any third party to circumvent, disable, or otherwise interfere with security-related features of the Sites or Service or features. 

7.4 You will ensure no Users affect the security features, decompile or disassemble, decrypt, or attempt to derive the source code of the Service or Sites, or any components thereof. 

7.5 You will ensure no Users copy, modify, translate, patch, improve, alter, change, or create any derivative works of the Service or Sites, or any part thereof. 

7.6 You will ensure no Users use any robot, spider, scraper, or other automated means to access or monitor the Service or Sites for any purpose. 

7.7 You will ensure no Users take any action that imposes or may impose (at UCA’s sole discretion) an unreasonable or disproportionately large load on the UCA infrastructure or infrastructure which supports the Sites or Service. 

7.8 You will ensure no Users interfere or attempt to interfere with the integrity or proper working of the Service or Sites, or any related activities. 

7.9 You will ensure no User uses any UCA trademarks without our prior written consent. 

7.10 You will ensure no User uses the Service or Sites to develop a competing service or product. 

7.11 You will ensure no User uses the Service or Sites in any unlawful manner, for any harmful, irresponsible, or inappropriate purpose, or in breach of these Terms or any terms and conditions of any third-party product or service. 

7.12 You will ensure each User has the proper licenses to use the any mobile application, to include, but not limited to, Apple or Android licenses. Customer acknowledges and agrees this license does not give any right to use any other mobile service, to include, but not limited to, Android, Google, Microsoft, IOS, or any license for any specific device. 

7.13 UCA reserves all rights to the Services not specifically granted herein. 

8.1 Onboarding services shall only be for a brand-new customer who has never been a CXiaaS customer. Additionally, in order to be a new customer, your place of employment must have never had a CXiaaS license. 

8.2 During such onboarding services, UCA shall provide training via webinar per your quotation/contract of sale to help You learn about Your UCA CXiaaS Services. 

8.3 UCA will not hold any liability in any form for the training or use of the product. 

8.4 All requests with regards to any form of onboarding services shall require Customer to be in compliance with all federal, state, and local regulations. 

9.1 You must ensure that all individuals who can access the Services keep their User IDs and passwords for UCA CXiaaS strictly confidential and do not share any such information with any unauthorized person. In the event You become aware of any unauthorized use, you are solely responsible for notifying UCA. You are solely liable for the security of Your Username and Password. 

11.1 License. While using the Service, Users may submit certain content, data, or information to the Service, such as numbers, statistics, figures, representations, text, and information processed through the Service, or submissions made through the Service or any other data which is stored on, or otherwise processed by, the Service (“Data”). You certify that You, the sole owner of the Data, subsequently grant UCA a royalty-free, worldwide, non-exclusive license to use, process, access, modify, display, copy, and store Data in order to provide the Service to You, perform our obligations, and enable You to share the Data or interact with other people or distribute and display Data. Moreover, if you make a public dashboard or share a dashboard, you (or your organization) are providing anyone with access rights to see the data. UCA has no liability in any form for any Data you share through the Service. 

11.2 You must ensure that at all times Your use and storage is compliant with federal, state, and local laws and regulations. You represent and warrant that (1) You have obtained all of the necessary rights, releases, and permissions to provide any and all of Your Data to UCA and (2) Your data was transferred with informed consent in such a way that does not violate any law or regulation or the rights of any third party. UCA assumes no responsibility or liability for any of Your data, and You shall be solely responsible for the consequences or results of using, disclosing, storing, or transmitting it. 

11.3 Responsibility. You represent and warrant that You have obtained the rights to all of the rights, including intellectual property rights, subsisting in the Data submitted by You, and You have the right to provide the Data and the license granted in these Terms to use such Data as stated in this Agreement. 

11.4 Security. UCA agrees, during the Term, to implement reasonable security measures to protect Data and will, at a minimum, utilize industry standard security procedures. However, because of the nature of the Service, which combines public and private information that is conveyed over the public internet, to the maximum extent permitted by law: (i) UCA shall not be held liable for any damage caused as a result of Your use of the Service, its unavailability, or any error or faults in the Service and (ii) You alone shall be responsible and liable for the maintenance and backup of all Your Data and (iii) You will be responsible for any usage or breach of any Data rule, regulation, or restriction, to include but not limited to any GDPR restriction. 

11.5 Sensitive Data That Cannot Be Submitted. Customer acknowledges and agrees that Customer will not submit to UCA CXiaaS (1) any personal identifiable information, (2) any patient, medical, or other health information or protected health information that is regulated by any law or regulation, (3) any other data that is protected by any law or regulation, or (4) any data that creates any liability or damages for UCA. UCA, at its sole discretion, can delete data or files at any time. 

(a) probe, scan, or test the vulnerability of any system or network; 

(b) breach or otherwise circumvent any security or authentication measures; 

(c) access, tamper with, or use non-public areas or parts of the Services, or shared areas of the Services You have not been invited to; 

(d) interfere with or disrupt any user, host, or network, for example by sending a virus to, overloading, flooding, spamming, or mail-bombing any part of the Services; 

(e) access, search, or create accounts for the Services by any means other than our publicly supported interfaces (for example, by “scraping” or creating accounts in bulk); 

(f) send unsolicited communications, promotions, advertisements, or spam; 

(g) send altered, deceptive, or false source-identifying information, including by “spoofing” or “phishing”; 

(h) promote or advertise products or services other than your own without appropriate authorization; 

(i) circumvent storage space limits; 

(j) upload anything or any data with or relating to children; 

(k) upload anything or any data with or relating to medical information; 

(l) sell the Services unless specifically authorized to do so; 

(m) publish or share materials that are unlawfully pornographic or indecent, or that contain extreme acts of violence; 

(n) advocate bigotry or hatred against any person or group of people based on their race, religion, ethnicity, sex, gender identity, sexual preference, disability, or impairment; 

(o) harass or abuse UCA personnel or representatives or agents performing services on behalf of UCA; 

(p) violate the law in any way, including by storing, publishing, or sharing material that is fraudulent, defamatory, or misleading; or 

(q) violate the privacy or infringe the rights of others. 

(r) You acknowledge and agree UCA can remove Your content at any time at its sole discretion. 

13.1 You may need to obtain additional licenses to connect the Services to a data source even in instances where UCA provides a working data access framework to connect to such data sources. As an example, if You are attempting to connect to Salesforce, UCA offers this functionality; however, you must have adequate Salesforce licenses. No third-party licenses are included with this agreement. 

13.2 You acknowledge and agree that the Services do not come with access to any data connection source or any third-party product, to include, but not limited to, any Oracle, Salesforce, Google, Microsoft, or Adobe licenses. 

13.3 Customer agrees that in the event of any third-party claim about any third-party licenses, UCA will have no liability to the Customer in any form. Customer further agrees that Customer will fully indemnify UCA in the event the third-party files any claim regarding any Customer use of a third-party product in connection with the Service without Customer obtaining proper licenses. 

18.1 The license rights granted under this Agreement shall be for a period commencing at the earlier of (1) the payment of the license subscription fee or (2) initial access to the Services, excluding updates. 

18.2 This is an annual subscription. 

18.3 Autorenewal. The Annual subscription shall automatically renew for additional year unless either party gives the other notice of non-renewal before the end of the relevant subscription term. If you elect not to renew, you should send such non-renewal request to uca@customerscience.com.au . The Services Fees during any such renewal term shall be the same as those during the prior term unless we have given You written notice of a pricing increase at least 30 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter. If You continue to access or use the Service past any Subscription Term renewal date, you shall be deemed to have renewed your subscription to the Service for the corresponding renewal period and shall be liable to pay all applicable fees in connection with such renewal period. 

18.4 The license will continue until either (1) the subscription expires, or (2) the subscription license terminates. 

18.5 Termination by UCA. UCA may terminate Your license and access to the Services, without penalty or liability, at any time if (1) there is a breach of the agreement or any UCA term of service, (2) there is a request by a government agency, (3) it is requested by the Customer, or (4) You commit any illegal or fraudulent act under the agreement. 

18.6 18.6 Termination is at UCA’s sole discretion without any liability to the Customer or any other third party. 

18.7 Sections 10, 14, 19, 20, and 22 of this Agreement shall survive the expiration or termination of Customer’s license and this Agreement. 

19.1 THE SERVICES PROVIDED TO CUSTOMER HEREUNDER ARE PROVIDED TO YOU “AS IS” AND WITHOUT ANY WARRANTY OR INDEMNIFICATION OF ANY KIND. ACCORDINGLY, CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER SHALL REMAIN SOLELY LIABLE FOR ANY CLAIMS THAT MAY ARISE FROM CUSTOMER’S USE OF THE SERVICES, REGARDLESS OF WHETHER SUCH CLAIMS ARISE ALONE OR IN CONNECTION WITH ANY OTHER PRODUCTS PROVIDED BY UCA. FOR THE AVOIDANCE OF DOUBT, CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT UCA SHALL HAVE NO LIABILITY TO CUSTOMER WHATSOEVER UNDER ANY CIRCUMSTANCES RELATED TO THE SERVICES. 

UCA DOES NOT WARRANT THAT THE SERVICE OR ACCESS TO AND USE OF THE SITES OR SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES OR SERVICE IS FREE FROM VIRUSES OR OTHER HARMFUL CODE. 

19.2 UCA OFFERS NO WARRANTY REGARDING THE RELIABILITY OF THE PERFORMANCE OF THE SERVICE, INCLUDING WITHOUT LIMITATION ANY WARRANTY: (I) THAT THE SERVICE, INCLUDING ANY ANTI-VIRUS OR ANTI-SPAM FEATURES, WILL DETECT, BLOCK, OR PREVENT ALL VIRUSES, SPAM, OR OTHER HARMFUL OR UNWANTED CODE OR INTRUSIONS; AND (II) REGARDING THE BACKUP OR STORAGE OF CUSTOMER DATA ON OR BY THE SERVICE.; AND (III) THAT THE SERVICES WILL BE WITHOUT DISRUPTION OR OUTAGES. FROM TIME TO TIME, UCA MAY NEED TO TAKE SERVICES OFFLINE FOR MAINTENANCE AND SUPPORT. 

THE ABOVE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, AND WHICH WARRANTIES ARE HEREBY DISCLAIMED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 

20.1 Any direct, indirect, punitive, incidental, special, or consequential damages or any damages incurred by You, however caused and under any theory of liability. This shall include, but is not limited to, lost profits (directly or indirectly), loss of data, loss of files, loss of goodwill or business reputation, or other intangible loss; 

20.2 Any loss or damage that may be incurred by You, or arising from an outage, or arising out of or in any way connected with the use or performance of the Services; the delay in using or inability to use the Services; the provision of or failure to provide services; any information, documents, and publications obtained through the Website; or any loss or damage otherwise arising out of the use of the Services; 

20.3 Any loss or damage arising out of unauthorized access to or alteration of Your transmissions of data and of any material or data sent or received or not sent or received; and 

20.4 Any loss or damage arising out of any inaccuracies in the translation of information, documents, and publications or for any misunderstandings resulting from differences in language usage, dialect, or particular regional usage in such translations. 

20.5 We have no liability for any loss, damage, or misappropriation of Your data, files, or information under any circumstances or for any consequences related to changes, restrictions, suspensions, or terminations of the Agreement. 

20.6 The limitations on UCA’s liability in Section 20 apply even if Customer has been advised of or should have been aware of the possibility that such losses or damages could arise. 

21.1 The Services are tools that are not intended to replace the professional skills and judgment of Customer and its employees, agents, and consultants. Customer alone shall be responsible for the accuracy and adequacy of information and data furnished for processing and any use made by Customer of the output of the Services or any reliance thereon by Customer or users of Customer products. 

21.2 Customer shall also be responsible for the continued operation and maintenance of the computer equipment and the third-party software used with the Services. For these reasons, Customer agrees to be solely responsible for the design, repair, and configuration of Customer’s equipment, machinery, systems, and/or products. Customer assumes all risks and liability for results obtained by the use of and/or implementation of the designs developed by Customer that are in any way influenced by the use of the Services or the provision of services, whether such designs are used singly or in combination with other designs or products. Customer shall protect, indemnify, hold harmless, and defend UCA of and from any loss, cost, damage, or expense, including attorneys’ fees, arising from any claim asserted against UCA that is in any way associated with the matters set forth in this Section 21. 

21.3 Without limitation of Section 21.1 or 21.2 above, Customer acknowledges and agrees that UCA assumes no liabilities and has no liability whatsoever under any circumstances for any claim relating to the subject matter of this Agreement, regardless of the form of action, whether in contract or tort, including claims of negligence or claims of intellectual property infringement against UCA. The Parties agree that if there is any liability for UCA, it will be limited to $1.00 USD. 

34.1 This Agreement shall be governed by the substantive laws of NSW. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods or by the Uniform Commercial Code, the application of which is expressly excluded. The parties agree that sole jurisdiction and venue for any dispute relating to the Agreement shall be NSW Fair Trading.  

34.2 Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by NSW Fair Trading. The number of arbitrators shall be three (3), with one (1) arbitrator being named by each party and the third arbitrator being chosen by the other two (2) arbitrators. The place of arbitration shall be NSW, and the laws of NSW shall apply. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. 

34.3 This Agreement shall be binding on You by Your clicking on the “YES” button, accessing a CXiaaS dashboard, accessing any part of the Service, or viewing any CXiaaS dashboard. If the parties hereto execute this Agreement in writing by an exchange of faxed signed copies hereof, it shall be binding by such exchange of signed copies. In the event of such an exchange, this Agreement shall become binding on both parties and shall constitute admissible evidence of the existence and binding effect of this Agreement. 

The terms and conditions of this Agreement apply to any and all Vendor software included with or embedded in the Services. 

IF YOU DO NOT AGREE WITH THE ABOVE TERMS AND CONDITIONS, DO NOT ACCESS THE SERVICES. 

YES I agree to be bound by the terms and conditions of this Services Agreement. 

NO I decline to be bound by the terms and conditions of this Services Agreement. 

(a) You may choose for UCA to create dashboards in the same manner that You could create dashboards (“Consulting Services”). 

(b) If, at Customer’s request, UCA provides services hereunder that are not governed by or subject to any Scope of Work (SOW), the terms of this Agreement and this Appendix shall govern in all respects. 

(c) UCA shall render services and deliver any deliverables, including, without limitation, work product setting up dashboards, connecting data sources, and gauging KPI requirements (collectively, “Deliverables”) in accordance with the timetable and agreed-upon administrative procedures. 

2.1 Consulting Services shall commence on the earlier of the Effective Date or when the request for work is requested by the Customer and shall continue indefinitely until terminated by either party as permitted herein. 

2.2 Either party may terminate this Agreement at any time, with or without cause, upon thirty (30) days’ prior written notice to the other, provided, however, that if UCA gives a notice of termination while UCA is executing a project for Customer, at Customer’s election, such termination shall not be effective until after the completion of such project (or milestone thereof, as appropriate) and acceptance thereof by Customer in accordance with the applicable SOW. The foregoing sentence shall not apply in the event that UCA gives notice of termination for cause resulting from Customer’s breach of this Agreement and subsequent failure to cure. In the event either party breaches any term hereof and the breaching party fails to cure such breach within a period of ten (10) days after the date of such notice of breach, this Agreement may be terminated by the non-breaching party. 

2.3 Within thirty (30) days after termination of this Agreement for any reason, UCA shall submit to Customer an itemized invoice for any fees or expenses accrued under this Agreement. Customer, upon complete payment of all accrued amounts so invoiced, shall have no further financial liability or obligation to UCA whatsoever for any further fees, expenses, or other payments owed as compensation for services provided hereunder. 

2.4 2.4 All consulting is done virtually, and there are no on-site consulting services or visits. 

3.1 Consulting Services fees are $2,200 per day. Customer will only receive the dashboards with non-programmatical access. Customer will not receive source code for the Services or the Consulting Services. 

3.2 Customer shall pay all fees and expenses owed to UCA in respect of each project in accordance with the SOW applicable to such project, if any. In the absence of an SOW, Customer shall pay for services rendered by UCA on a time and materials basis, for which UCA shall invoice Customer monthly. All undisputed fees and charges stated in such invoices shall be due and payable within thirty (30) days after Customer has received an itemized invoice from UCA. 

3.2.1 Any undisputed portion of an invoice not paid when due shall incur a late payment fee equal to one percent (1%) per month. All invoices hereunder shall be net of sales, use, and like taxes, which are Customer’s sole responsibility. 

4.1 Compensation of UCA’s Personnel. UCA shall bear sole responsibility for payment of compensation to its personnel and subcontractors. UCA shall cause to be paid and reported, for all personnel assigned to Customer’s work, federal and state income tax withholdings, social security taxes, and unemployment insurance applicable to such personnel as employees of UCA or of its subcontractors. UCA shall bear sole responsibility for any health or disability insurance, retirement benefits, or other welfare or pension benefits (if any) to which such personnel may be entitled. UCA agrees to defend, indemnify, and hold harmless Customer, Customer’s officers, directors, employees, agents, and the administrators of Customer’s benefit plans from and against any claims, liabilities, or expenses relating to such compensation, tax, insurance, or benefit matters, provided that Customer shall promptly notify UCA of each such claim when and as it comes to Customer’s attention, reasonably cooperate with UCA in the defence and resolution of such claim, and not settle or otherwise dispose of such claim without UCA’s prior written consent if such settlement or disposition imposes any primary or other liability on UCA or involves, directly or indirectly, an admission of liability or wrongdoing on the part of UCA. 

4.2 State and Federal Taxes. As neither UCA nor its personnel are Customer’s employees, Customer shall not take any action or provide UCA’s personnel with any benefits or commitments inconsistent with any of such undertakings by UCA. 

5.1 License. It is anticipated that the services provided by UCA hereunder will involve UCA personnel using UCA’s standard software products to build custom dashboards or make custom requests to CXiaaS in the same manner that Customer could itself use the UCA products to create dashboards. Customer is solely responsible for obtaining data rights. Additionally, Customer must continue to possess a CXiaaS subscription to continue to access the dashboards. Customer acknowledges and agrees no intellectual property rights are transferred to the Customer. Data will be deleted if Customer is inactive for more than sixty (60) days. 

5.2 UCA’s Property. As between Customer and UCA, all rights, title, and interests in and to all UCA products, including software, systems, data, or materials, including without limitation object code, source code, screen designs, screen captures, wireframes, renderings, flowcharts, databases, trade secrets, photos, and other graphic content, and any methods or procedures performed by or with such software, are and shall remain at all times in UCA. 

5.3 Concepts, Ideas, Know-how. Notwithstanding anything to the contrary herein, neither party shall be restricted from using concepts, ideas, or know-how gained, developed, or acquired in the course of performing their respective obligations hereunder by individuals representing such party and embedded in such individual’s unaided memory, if and to the extent such utilization is without the aid of a tangible medium on which such concept, idea, or know-how is available. 

7.1 UCA warrants that the services will be provided in a professional manner consistent with industry standards by qualified, trained personnel. 

7.2 Unless otherwise specified in this Agreement or the applicable SOW, the warranty period for Deliverables is ninety (90) days after acceptance thereof by Customer and for services is ninety (90) days following the date of completion of a discreet group of services. 

7.3 If, during the warranty period, any Service or Deliverable does not conform to its warranty and Customer provides UCA with notice of such nonconformance, setting forth in detail the nature of the non-conformity, UCA will repair, replace, or otherwise correct the non-conformity. If, for any reason, UCA does not conform a Service or Deliverable to its warranty within a reasonable time after notice, then Customer may, at its option, either accept the Service or Deliverable “as is” without further recourse or receive a refund of the amount paid to UCA for such nonconforming Deliverable or Service. THE WARRANTIES SET FORTH IN THIS SECTION 7.3 ARE THE EXCLUSIVE WARRANTY REMEDIES AVAILABLE TO CUSTOMER HEREUNDER. 

7.4 Exclusions. In respect of Deliverables provided by UCA hereunder, UCA’s warranties are limited and do not apply if, and to the extent, any problems are caused by (i) the use or maintenance of the Deliverable other than as specified in the applicable SOW, (ii) modifications or revisions thereto made by any party not authorized by UCA, (iii) combinations of the Deliverable with software components not authorized by UCA, or (iv) force majeure or an act of God. Furthermore, UCA does not warrant that (i) the functions performed by the Deliverable provided by UCA hereunder, even if in conformance with the specifications therefore contained in the applicable SOW, will meet Customer’s business requirements, or (ii) the operation of any Deliverable will be error-free in all circumstances, or that all defects or nonconformities therein that are not related to material functions as defined in the applicable SOW will be corrected. EXCEPT AS STATED IN THIS AGREEMENT, OR IN THE APPLICABLE SOW, THERE ARE NO WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED. THERE ARE NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 

8.1 Intellectual Property Infringement Indemnity. UCA does not provide any indemnification in any form for the Services or for anything related to any consulting services. 

8.2 Customer Indemnity. Customer shall indemnify, defend, and hold harmless UCA and the officers, employees, agents, shareholders, affiliates, successors, and assigns of UCA from any and all claims, actions, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees and expenses arising out of (1) the death or bodily injury of any persons or the damage, loss, or destruction of property that results from or is caused by any negligent or willful act or omission of Customer or (2) the violation of any representation, warranty, or covenant contained in this Agreement or (3) anything resulting from this agreement. 

8.3 Conduct of Litigation. In the event a claim or judicial action is brought or threatened against an indemnified party (the indemnified party together with its officers, employees, agents, shareholders, affiliates, successors, and assigns is hereinafter referred to as “Indemnitee”) with the indemnifying party and with respect to matters covered by Sections 8.1 or 8.2, the indemnifying party (hereinafter referred to as “Indemnitor”) shall have the sole right to defend such claim or action at its expense and to control the defence and settlement thereof. Notwithstanding the foregoing, however, if the claim or judicial action brought or threatened against Indemnitee is asserted or brought solely or principally against Indemnitee (as opposed to a claim brought against multiple defendants of which Indemnitee is one), Indemnitee shall have the right to participate in such defence and negotiations using counsel at its own expense. In all cases, Indemnitor shall obtain Indemnitee’s consent prior to entering a settlement or compromise or consenting to any injunctive relief with respect to any claim or action if any such settlement or compromise or injunctive relief would impose any pecuniary or other liability upon Indemnitee. The obligations of the Indemnitor hereunder are subject to its receiving prompt notice of any claims for indemnification, and Indemnitee reasonably cooperating in the defence thereof. 

8.4 Liability Limitations and Exclusions. The liability of UCA for any claim relating to the subject matter of this Agreement, regardless of the form of action, whether in contract or tort, including claims of negligence or claims of intellectual property infringement against UCA, shall be limited to $1.00 AUD. No action, regardless of form, relating to the transactions under this Agreement may be brought by Customer more than one (1) year after the event giving rise to the cause of action has occurred. For the avoidance of doubt, UCA assumes no liability whatsoever under any circumstances that may arise from a claim of patent infringement against Customer or a licensee of a Customer Product. EACH PARTY’S LIABILITY TO THE OTHER PARTY FOR DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR THE OTHER’S EMPLOYEES, OFFICERS, SHAREHOLDERS, OWNERS, AGENTS, AFFILIATES, OR PRIVIES FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR STATUTORY DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, OPPORTUNITY, OR DATA, WHETHER IN AN ACTION IN CONTRACT, TORT, PRODUCT LIABILITY, STATUTE, EQUITY, OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY WILL BE CUMULATIVELY LIABLE TO THE OTHER FOR AN AMOUNT GREATER THAN THE FEES AND CHARGES PAYABLE UNDER THIS AGREEMENT IN THE AGGREGATE.