1. Supplier Obligations:
   
   1. The Supplier shall provide Billing of Third Party Software from the Services Start Date for the Term specified in the relevant Ordering Document. 
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2. Customer Obligations:
   
   1. Customer shall:
      
      1. acknowledge and agree that Supplier is not the operator of the Third Party Software and that it shall be subject to the applicable Third Party Software Terms. If, and solely to the extent the Third Party Software Terms effectively imposes or incorporates by reference, certain disclaimers, provisions, prohibitions or restrictions, then such disclaimers, provisions, prohibitions or restrictions shall be deemed to be imposed, or incorporated by reference into these Product Specific Terms;
      2. indemnify and hold harmless the Supplier for all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (including any and all costs incurred as result of a third party bringing proceedings against the Supplier in any law and jurisdiction) and all other professional costs and expenses suffered or incurred by the Supplier arising out of or in connection with (i) Customer terminating the relevant Order Form prior to the end of the Term or any Renewal Term (i) Customers breach of their obligations contained in this clause 2 and (ii) non-payment of the Charges for any reason;  and
      3. use the Third Party Software in compliance with Applicable Law and shall not: (i) copy, rent, sell, lease, distribute, pledge, assign, or otherwise transfer, or encumber rights to the Third Party Software, or any part thereof, or use it for the benefit of any third party, or make it available to anyone other than its End Users; (ii) send or store any personal health data, financial information data, credit card data or any other sensitive data; (iii) send or store infringing or unlawful material; (iv) send or store viruses, worms, time bombs, trojan horses and other harmful or malicious code, files, scripts, agents or programs; (v) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Third Party Software or the data contained therein; (vi) modify, copy or create derivative works based on the Third Party Software, or any portion thereof; (vii) use the Third Party Software for the purpose of building a competitive product or service or copying its features or user interface; or (viii) delete, alter, add to or fail to reproduce in and on the Third Party Software the name of the Third Party Software and any copyright or other notices appearing in or on the Third Party Software or which may be required at any time.
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3. General
   
   1. Unless otherwise set out in the relevant Order Form, the Supplier shall invoice the Customer annually in advance. 
   2. Additional quantities of the Third Party Software purchased after the Services Start Date set out in the Order Form (“Additional Mid-Term Purchase”) shall be subject to the terms of these Product Specific Terms and shall be aligned with the Term set out in the original Order Form so that the Additional Mid-Term Purchase terminates at the same time as the original Order Form. 
   3. Where the Customer enters into an Annual or Multi-Year Term, the quantity of the Third Party Software set out in the Order From (including any Additional Mid-Term Purchases) cannot be decreased at any time during the Term.
   4. The parties shall be independent contractors under these Product Specific Terms, and nothing herein shall constitute either party as the employer, employee, agent, or representative of the other party, or both parties as joint venturers or partners for any purpose.
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4. Definitions 
   
   1. The following definitions apply in these Product Specific Terms:
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      Annual:  means from the Services Start Date a term of 12 calendar months. 
      
      Flexible: means a month by month basis which may be terminated by providing 30 days written notice of termination.
      
      Multi-Year: means from the Services Start Date a term of multiple years as specified in the Order Form. 
      
      Third Party Software: means as set out in Schedule 1 
      
      Third Party Software Terms: means the terms set out at Schedule 1, as updated from time to time.

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Schedule 1

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