uniFLOW Online Cloud Service Terms

These uniFLOW Online Cloud Service Terms were last updated on 19 November, 2024.

  

Change Log

  • Minor drafting improvements and corrections.
  • Change of title of document from uniFLOW Online Cloud Services Agreement to uniFLOW Online Cloud Service Terms.
  • Assignment clause has been modified to allow for assignment by customer subject to NT-ware’s consent.
  • Termination clause has been clarified.

These terms represent the Agreement between you and us and set forth the conditions upon which you may access and use the Services.

You may wish to save a copy of this Agreement for your records. In any event, NT-ware may, in its sole discretion, modify or update this Agreement from time to time, so you should periodically review this page, which you can find at https://<your_vanity_domain_prefix>.us.uniflowonline.com. You will be given at least one month's notice of any changes that affect your rights, obligations, or use of the Services. Changes are not retroactive; they apply only to new orders, services that do not expire, and renewals. You accept the changes by placing new orders, continuing use after the change effective date, or allowing transactions to renew after receipt of the change notice.

In order to be able to use the Services, you may be required to download certain NT-ware Software licensed to you by us or third parties. NT-ware Software is licensed to you under separate terms set out at the end of the document. By accepting the terms of this Agreement, you also acknowledge and agree that you have read and agreed to the terms of the EULAs.

Furthermore, the Services and such NT-ware Software may be using Open-Source Software which is licensed to you under their providers own terms.

Your access to and use of the Services is conditioned on your acceptance of and compliance with this Agreement. By entering into this Agreement, you represent and warrant that (i) you are over the age of eighteen (18) and possess the legal capacity to bind yourself and your business organization or entity receiving the Services ("Company") and – if accepting on behalf of the Company – that you are authorized to bind the Company to the terms and conditions of this Agreement and (ii) if you are an Authorized Third Party you will ensure that your end users are subject to terms not less onerous than the terms of this Agreement. If you do not have the legal authority to bind the Company or you do not agree with the terms and conditions of this Agreement, do not accept this Agreement and do not use the Services.

With respect to Services to be provided to Company, Company shall be deemed to mean "Company or its Affiliates," as the context requires. The Affiliates receiving the Services under this Agreement are bound by the terms of this Agreement to the same extent as if such Affiliate were a signing party to this Agreement and shall be separately liable for its own performance hereunder.

This Agreement is effective on the date of your acceptance of the Agreement (the "Effective Date"). You may accept the Agreement by clicking "I Agree" during the creation of your Account and thereby manifesting your assent to these terms and conditions. In any event, use of the Services shall imply acceptance of this Agreement.

NT-ware's address for notification is:

Post: NT-ware USA Inc., 105 Maxess Road, Suite S129, Melville N.Y. 11747, USA.

Email: privacy@nt-ware.com

By accepting the terms of this Agreement, you expressly agree to the collection, use, and disclosure of data as set forth in this Agreement. You can find the NT-ware Privacy and Cookies Policies at https://<your_vanity_domain_prefix>.us.uniflowonline.com (which are hereby incorporated by reference).

1. AGREEMENT DEFINITIONS

Account: The collection of key information identifying and defining your subscription for Services governed by this Agreement created in accordance with Section 7 of this Agreement.

Affiliate: with respect to a party, any other entity controlling, controlled by, or under common control with, such party, for only so long as such control exists. For these purposes, "control" shall refer to: (i) the possession, directly or indirectly, of the power to direct the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, or (ii) the ownership, directly or indirectly, of more than 50 percent (50%) of the voting securities or other ownership interest of a person.

Agreement: these uniFLOW Online Cloud Service Terms and any appendixes, schedules, exhibits, or documents referred to in it.

Authorized Third Party: a public printing company, education institution, co-working hubs or other third party company which has entered into an agreement with a Reseller to make available the Services to its end users (members of the public).

Business Day: any day that is not a Saturday, Sunday, or public holiday in the country where NT-ware provides the Services to you.

Charges: any fees and charges payable by you for the Services as agreed with your Reseller.

Data: any print or scan data transmitted to the Website through automated or other means and whether converted or not in different formats in connection with or pursuant to your use of the Services.

Data Processing Agreement: the agreement attached as Appendix 1 to this Agreement governing the circumstances and manner pursuant to which NT-ware may process your Personal Data.

End User License (or EULA): the licenses provided with NT-ware Software allowing you to use the NT-ware Software for the purpose of using the Services and set out as Appendix 2 to this Agreement.

Intellectual Property Rights: all intellectual property rights recognized as such in any jurisdiction, including (without limitation) any and all (a) patents, utility models trademarks, service marks, business and trade names and rights in domain names, logos, get up (including any and all goodwill associated with or attached to same) designs, copyrights, database rights; and (b) all similar or equivalent rights protecting inventions, discoveries, technology, know-how, trade secrets, expertise, methodologies or any creative, artistic or industrial works or information, together with all applications and rights to apply for registration of any such rights.

NT-ware Software: available software modules provided under this Agreement and the corresponding EULAs, installed on your local systems or personal computer or installed on Canon MEAP / AddOn Platform devices in order for you to use the Services (and for such use only).

Order Form: the order form (if any) for the provision of the Services to you in the Territory and which establishes the specific Services, including the number of user subscriptions and the Term.

Open-Source Software (OSS): free and open software available under various types of licences and which is used in the development of the Services and NT-ware Software. OSS used in the Services and NT-ware Software is set out in Appendix 3.

Personal Data: any information relating to an identified or identifiable natural person inputted by you (or delivered to the Website defined below by automated or other procedures for the purpose of using the Services or facilitating your use of the Services); an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his physical, physiological, mental, economic, cultural or social identity.

Reseller: Canon U.S.A., Inc. or any of its authorized retail dealers in the Territory.

Services: a range of cloud-based print and scan document solutions designed to manage customer's print environments known as uniFLOW Online cloud services and more particularly described in the uniFLOW Online Help. The Services will be hosted regionally on a flexible and secure platform made up from time to time of the use of NT-ware Software and any of the following as requested by you. uniFLOW Online cloud services are available through a variety of paid subscription models available from your Reseller. Services may be amended, modified, added, or withdrawn by us. When a Service is modified, this will not denigrate its functionality or security features. When a paid Service is withdrawn, at least a 6-month notice period will be given.

Territory: North, South, and Central America.

Term: the duration of the Services as set out in the relevant Order Form or as otherwise agreed and any renewal periods specified therein or purchased afterwards by you from your Reseller.

Third Party Services: the third-party services provided by third party providers under separate terms where it may be possible to link to or from the Services and for which NT-ware does not control nor bears any responsibility.

You or you: the user of the Services who may be an Authorized Third Party, a Reseller, or the end user as the case may be.

Website: the Services which you may access through https://<your_vanity_domain_prefix>.us.uniflowonline.com and its online supporting environment (or such other website that NT-ware may use to provide the Services).

  1. Clause headings shall not affect the interpretation of this Agreement.
  2. Reference to person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
  3. Reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
  4. Words in the singular shall include the plural and vice versa.
  5. A reference to one gender shall include a reference to the other gender.
  6. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
  7. A reference to writing or written includes email.

2. TERM

Subject to NT-ware's suspension and termination rights, this Agreement is valid for the Term (as defined above). This Agreement may also be referenced for any purchase that increases the quantity of the original Services ordered (additional users or devices), for any additional cloud services options offered by NT-ware for the original Services ordered and for any renewal of the Services period of the original Order Form.

3. ACCESS TO AND USE OF THE SERVICES

You may use the Services by accessing the Website and only in compliance with the terms and conditions of this Agreement and all (i) local, state, national, and international laws, statutes, rules, regulations applicable to you, or any Data collected or otherwise processed by you; (ii) judicial, governmental, or administrative order, judgement, decree or ruling or enforceable requirements of any industry self-regulatory body; and (iii) enforceable regulatory and binding guidance and written or authoritative interpretation of any of the foregoing by a regulatory body (collectively, "Laws").

Subject to the terms and conditions of this Agreement, you are permitted to access and use the functions and features of the Services made available to you by NT-ware under your subscription to the Services on a limited, revocable, non-exclusive, non-transferable, and non-sub-licensable basis, solely for your own use in conjunction with NT-ware Software licensed in accordance with the corresponding EULA and only for your internal business purposes. Certain functions and features may be subject to additional terms and conditions at the time when they are enabled.

NT-ware reserves all rights not expressly granted herein in and to the Services, and other than as expressly set forth herein, nothing in this Agreement shall be construed as granting or transferring any Intellectual Property Right to you. When (i) using the Services through an Authorized Third Party, you acknowledge and agree that such party may impose its own terms. NT-ware is not responsible for the actions, omissions, statements or offerings of such Authorized Third Party; (ii) using the Services, you may wish to access Third Party Services operated by any third party providers, access third party websites or use connectors which you agree to do at your own risk and responsibility. NT-ware does not have control over such Third Party Services or websites of third parties and shall not be responsible for such Third Party Services or websites of third parties. NT-ware does not review, warrant or make representations about such Third Party Services or websites of third parties, any information, software, products, services or materials found there, or any results that may be obtained from using them.

Your access to the Third Party Services for use of the Services may require an account for the Third Party Services or additional software. You shall be responsible for acquiring such account, downloading any software and bearing any and all costs associated with such acts. The Third Party Services have their own terms of use which are applied to your use of those services and which you must agree in order to use the Third Party Services.

To enable NT-ware to provide you with the Services, you acknowledge and agree that NT-ware may need to process certain Data and Personal Data for the Term.

To the extent that both NT-ware and the Third Party Service providers process your Data and Personal Data, e.g. if the service from such a third party needs an interface to the NT-ware Services then we both are appointed as and authorized to be independent processors by you which means that each processor is legally detached from the service of the other processor and only has to fulfill its obligations laid down in the respective contract.

YOU FURTHER ACKNOWLEDGE AND AGREE THAT IN ORDER TO RECEIVE THE SERVICES YOU WILL ENSURE THAT YOUR BROWSERS ON DEVICES RUNNING SMARTCLIENT SOFTWARE HAVE STRICTLY NECESSARY "COOKIES" ENABLED. PLEASE NOTE THAT UNIFLOWONLINE.COM DOES NOT WORK WITHOUT STRICTLY NECESSARY COOKIES BEING ENABLED.

NT-ware or its third party providers may make changes or updates to the Services (such as infrastructure, security, technical configurations, application features, etc.) during the Term, including to reflect changes in technology, industry practices and patterns of system use. You are required to accept all patches, bug fixes, updates, maintenance and service packs (collectively "Patches") (if any) necessary for the proper function and security of the Services, including for the NT-ware Software. You acknowledge that in the event of a technical issue you shall first contact the Reseller that sold the Services to you.

NT-ware may temporarily suspend your password, Account, and access to or use of the Services if you violate any provision of this Agreement, or if in NT-ware's reasonable judgment, the Services or any component thereof are about to suffer a significant threat to security or functionality.

If you choose a global "one tenant" solution (in other words, when all data processing takes place in one data center) for the Services, which allows you to connect devices to a single tenant hosted in their chosen data center, regardless of where the device is located, you acknowledge and agree that the Services: (i) may not meet your performance expectations due to variations across your network environment and 3rd Party network environments (collectively, "the Network Environment"); and (ii) may be interrupted due to problems arising from and/or related to the Network Environment including but not limited to (a) problems arising from network latency that occurs between your environment and the data center, and (b) problems related to the bandwidth or to technical, functional, or legal limitations.

Where a global "one tenant" solution is chosen, this Agreement applies to territories and countries as agreed with your Reseller but excluding China.

Where you enter into this Agreement on behalf of a Company, you:

  1. agree that any restrictions and obligations contained herein also include the obligation to procure that other users within the Company comply with such restrictions and obligations; and
  2. undertake and agree that:
    1. the maximum number of users or devices that you authorize to access and use the Services shall not exceed the number of user or device subscriptions as set out in the Order Form;
    2. in case of Services requiring paid user subscriptions, you will not allow or suffer any user subscription to be used by more than one user;
    3. in case of Services requiring paid user subscriptions, you will ensure that each user shall keep a secure password for his use of the Services, that such password shall be changed frequently (it is recommended that it is changed at least monthly) and that each user shall keep his password confidential;
    4. in case of Services requiring paid user subscriptions, you shall maintain an up to date list of current users and provide such list to NT-ware promptly of NT-ware's request.
    5. mobile print through mobile devices is possible but you are the sole party responsible for any mobile network data charges that you may incur for using this service and any security risks associated with mobile print communications. You acknowledge that content to be printed is stored in the cloud temporarily and it will be available for printing in your local device.
    6. your use of the Services with any Canon device requires that device to have a licensed copy of the Universal Login Manager software.
    7. uniFLOW Online cloud services can be integrated into payment gateways, providing a simple and secure way for users to top up their print and copy accounts budget without processing or storing credit card data. You accept and acknowledge that we never collect, process, or store any card data. Neither credit card data (card numbers, CVNs, expiry dates) nor payment details are ever passed to or held by a uniFLOW Online cloud service. All credit card processing and user interaction occur ONLY on the payment provider's site via URL redirect.
  3. If you are an Authorized Third Party, you further agree that by enabling the "public print" feature of the Services, you agree that as between you, the organization offering the public print service and your end customers:
    1. You are the "Data Processor" and you will provide your privacy policy to your end customers and comply with all applicable data protection laws. Your end customer will be the Data Controllers. NT-ware will act as "Data Sub-Processors", processing your end customer information on your behalf and instructions in accordance with our data processing agreement.
    2. You agree that the public print feature must only be used in accordance with current applicable laws, regulations and applicable industry standards and principles.
    3. You will ensure that your terms and conditions to your end customers clearly state that:
      1. the use of the public print services must be in compliance with current applicable laws including copyright and security laws; and
      2. in accordance with the fair usage and traffic principles so that our network, systems and security are not overloaded and impacted; and
      3. provide clear guidance on third party payment processes and directions.
    4. We reserve the right to seek and take appropriate action in the event any of the above conditions are breached.

4. RESTRICTIONS

To the fullest extent permitted by applicable statutory law, you and your end users may not:

  1. reverse engineer, decompile, or disassemble the Services, the NT-ware Software (or any portion thereof);
  2. modify, create derivative works from, distribute, transmit, transfer, license, sublicense, sell, market, or lease any portion of the Services, the NT-ware Software or any information made available through or contained within the Services (excluding your Data and reports and other documents prepared by you for internal use);
  3. unless you are an Authorized Third Party, use any or all of the Services for third-party training, commercial time-sharing or service bureau use;
  4. use the Services for any illegal or unauthorized purpose, including without limitation any purpose in violation of any Laws in NT-ware's or your jurisdiction or any other applicable jurisdiction;
  5. interrupt or attempt to interrupt operation of the Services in any way;
  6. remove or obscure any trademark symbols, copyright notices, or other Intellectual Property Rights notices in the Services or the NT-ware Software;
  7. use or provide log-in credentials of any other users of the Services;
  8. spam, interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services or attempt to do so;
  9. take any action that imposes, or may impose, as determined in NT-ware's sole discretion, an unreasonable or disproportionately large load on its infrastructure for the Services having regard to the business of the customer;
  10. upload viruses, worms, or other software agents or malware through the Services;
  11. bypass the measures used to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any Data or Personal Data or enforce limitations on use of the Services or the Data or Personal Data therein;
  12. use the Services in, or in connection with, hazardous environments requiring fail-safe performance, such as the operation of nuclear facilities, aircraft navigation, communication, or control systems, direct life support machines, weapons systems, or other uses in which failure of the Services could lead directly to death, personal injury, or severe physical or environmental damage;
  13. use the Services in any way resulting to the violation of the rights of others;
  14. use of the Services for any purpose not expressly permitted by this Agreement;
  15. For the avoidance of doubt, these restrictions apply to any Services you perform on your local machine, including local testing, in addition to Services made available online.

5. OWNERSHIP RIGHTS

NT-ware and its licensors retain all of their respective right, title and interest in and to the Services (including software used to provide these), and all Intellectual Property Rights in and any derivative works of the foregoing. Except as expressly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights.

You retain all right, title and interest in and to your Data, Personal Data and any Intellectual Property Rights in or to the foregoing. You are responsible for archiving and backing any Data or Personal Data you wish to keep.

6. CONFIDENTIAL INFORMATION

The Services and the NT-ware Software or other software used in the Services contain confidential and/or proprietary information of NT-ware and/or its licensors. You shall not use the Services or other information received from NT-ware relating thereto, except to the extent expressly permitted herein. You will not disclose the Services or such information to any third party, except to the extent expressly permitted herein; provided, however, that such non-disclosure obligation will not apply to such information that is already in the public domain or which becomes part of the public domain through no wrongful act of you or any third party.

In the event NT-ware receives your confidential information as a consequence of providing the Services to you then the provisions of this Section shall apply and protect such confidential information. For the avoidance of doubt, transmission of Data and Personal Data for processing pursuant to the Services does not constitute disclosure as referenced herein.

You acknowledge that a breach of this Section 6 of this Agreement would cause substantial harm to NT-ware that could not be remedied by payment of damages alone. Accordingly, NT-ware will be entitled to seek preliminary, temporary and permanent injunctive relief, and other equitable relief, for any such breach, without any requirement to prove damages.

7. YOUR ACCOUNT

You must register for an Account in order to access and use the Services.

Upon creation of an Account and after NT-ware accepts an order for Services from a Reseller on your behalf, an automatic email will be sent to the root administrator of your Account with instructions to login for the use of the Account. Further steps are then automatically generated on how to change the password and make the required acceptance of this Agreement.

You are solely responsible for (i) following the instructions for the correct setting up of the various tenants based on your requirements; (ii) setting permissions, allocating privileges and external users' rights and (iii) generally the activity that occurs on your Account and for keeping your Account password(s) secure. You agree to not solicit the password of another user of your Company, or otherwise act in a way that interferes with other users' use of the Services. NT-ware encourages you to use "strong" passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your Account.

You shall promptly notify NT-ware of any possible security breach or misuse related to your Account.

NT-ware cannot guarantee that unauthorized third parties will never be able to breach NT-ware's and its third party providers' security measures. You must notify NT-ware immediately of any breach of security or unauthorized use of your Account. NT-ware will not be liable for any losses caused by any unauthorized use of your Account, and you acknowledge that you use the Services at your own risk.

8. PAID SERVICES

Any use of the Services is subject to the payment of all Charges agreed with your Reseller and NT-ware's suspension rights as set out in Section 3 above and Sections 13 and 14 below. You agree to pay all Charges as agreed with your Reseller, with NT-ware being a third-party beneficiary. NT-ware may add new Services upon Company request for additional Charges at any time. NT-ware may change fees and charges for existing Services, at any time to be effective with respect to a renewal Term, and such changed fees and charges may affect the Charges from your Reseller during any renewal Term immediately following the then-current Term.

You acknowledge and agree that billing and Services use data (which may include but not be limited to meter data, Company name, number of users, number of devices but no print content) may be shared with Third Party Services providers for the purpose of allowing Charges to be billed for the Services and for improvement of the Services provided to you.

9. BETA/TRIALS

You acknowledge and agree that certain products and services may be made available to Reseller and select NT-ware customers on a beta or trial basis. You acknowledge and agree that such beta products and services may contain bugs, defects, and errors, and that such products and services are not expected to function fully when made available to you. If such products and services are made available to you and you agree to use them, you understand that you are being offered the opportunity in exchange for, among other things, your evaluation of such beta products and services, including but not limited to, feedback on how such products and services may be improved, and a positive reference in a form to be agreed upon should the products and services satisfy your needs. Any feedback offered following a beta/trial use shall be confidential information of NT-ware and all rights including all Intellectual Property Rights in such feedback shall automatically upon creation belong to NT-ware. You further agree that NT-ware may use results and information from the trials such as Company name, statistics and number of devices. You will generally be notified at regular intervals before your trial is due to expire. If you do not purchase paid Services upon expiration of the trial you will not be able to continue to use the Services.

10. YOUR DATA AND PERSONAL DATA

You are solely responsible for the content of all Personal Data and for the decisions you make regarding your Data and Personal Data, including determining whether you have the right to provide, publish, or transmit, directly or indirectly, all such Data and Personal Data using the Services. NT-ware does not and will not assume any obligations with respect to Personal Data other than as expressly set forth in this Agreement and its Appendix 1 (Data Processing Agreement) or as required by mandatory applicable law. In connection with your use of the Services, you hereby represent and warrant that:

  1. you have all necessary rights to provide the Data and any Personal Data to NT-ware for the Services; and
  2. NT-ware's use of your Data and Personal Data as contemplated under this Agreement will comply with all Laws, and not violate any rights of any third party, including without limitation Intellectual Property Rights.

NT-ware does not use Data except as stated in this Agreement. If you provide any Data to NT-ware, you are responsible for providing any notices and/or obtaining any consents necessary for NT-ware to access, use, retain and transfer such data.

You hereby expressly grant, and you represent and warrant that you have all rights necessary to grant, to NT-ware, a royalty-free, transferable, non-exclusive, worldwide license in connection with the Services to host, transmit, distribute, modify, reproduce, display, archive, analyze, use, execute and otherwise perform all operations on your Data and/or Personal Data as reasonably necessary to perform the Services. The rights and licenses granted to NT-ware under this Agreement, including this Section 10, shall extend to third party providers and other contractors exercising such rights and licenses on NT-ware's behalf.

11. PERSONAL DATA PROCESSING

NT-ware will only use and process Personal Data you provide:

  1. To provide Services and to fix issues: services data may be accessed and used to perform services under your order for support, consulting, cloud or other services and to confirm your compliance with the terms of your order. This may include testing and applying new product or system versions, patches, updates and upgrades; monitoring and testing system use and performance; and resolving bugs and other issues you have reported to NT-ware. Any copies of services data created for these purposes are only maintained for periods relevant to those purposes and
  2. As a result of legal requirements: NT-ware may be required to retain or provide access to services data to comply with legally mandated reporting, disclosure or other legal process requirements.

As between you and NT-ware, you retain all rights to the Personal Data and you are the data controller while NT-ware is the data processor acting on your behalf and your instructions. You control access to Personal Data by your end users; end users should direct any requests related to their personal information to you. NT-ware will only use the Personal Data as you direct, with your permission to provide the Services and in accordance with applicable laws.

Duration of the processing is for the Term and the purpose is the performance of the Services.

NT-ware shall allow you to correct, amend and delete any Personal Data upon request of the appropriate authorized person.

Without limiting the foregoing, in connection with any Personal Data, you further hereby represent and warrant that:

  1. you have obtained all necessary consents and permissions to provide such Personal Data to NT-ware;
  2. your provision of any Personal Data and NT-ware's use thereof as provided under this Agreement does not and will not violate any (a) Laws, including without limitation any data protection legislation, (b) any rights of privacy, Intellectual Property Rights or other third-party rights.

Agreements have been concluded with our Sub-processors that storage of any Personal Data shall only be on servers located in the United States of America. However, in very rare cases, access or transfer outside the region may be required in order to allow for provision of support and enable the provision of the Services or part thereof, in which case, you hereby expressly agree to such transfer. NT-ware has in place data practices designed to provide that Personal Data is appropriately protected.

12. DATA SECURITY AND SECURITY BREACH

As set forth in Appendix 1 hereto, NT-ware will implement and maintain commercially reasonable administrative, physical, and technical safeguards reasonably designed to prevent unauthorized use, access, processing, destruction, loss, alteration, or disclosure of your Data and Personal Data. NT-ware security policies cover the management of security for both its internal operations as well as the Services.

NT-ware will use commercially reasonable efforts to notify you following discovery of a breach or compromise of the security, confidentiality, or integrity of your Data or Personal Data in connection with the Services and to take steps to mitigate the effects and minimize any damage resulting from a security breach. More information about the security provisions is set out in Appendix 1.

13. AUDIT

During the Term and for one (1) year thereafter, NT-ware or a third party on its behalf may, at its expense and during your regular business hours, audit your compliance with the terms and conditions of this Agreement. If any such audit reveals any noncompliance by you with such terms and conditions, you will, in addition to any other remedies available to NT-ware under this Agreement, applicable Law, or otherwise, reimburse NT-ware for the full cost of such audit. If use not authorized by this Agreement is found or reasonably alleged by NT-ware, then: (a) you agree to immediately cease such use immediately upon receipt of NT-ware's written notification; and (b) NT-ware may, at its discretion, suspend or terminate this Agreement effective immediately and without liability.

14. SUSPENSION TERM AND TERMINATION

Subject to the conditions of this Section 14, this Agreement will remain in effect for the Term.

NT-ware shall have the right to suspend all Services immediately (without prejudice to termination rights or any other right or remedy) if:

  1. any event giving NT-ware a right to termination occurs;
  2. if NT-ware is notified that you have failed to pay any Charges when they fall due;
  3. if NT-ware (or its third party providers) reasonably believes that suspension of the Services is necessary to protect its customers, data or the integrity of the Service (for example in the event of a denial of service attack).

When NT-ware is entitled to suspend Services under the clause above, you will be unable to access your Data during suspension of Services.

In the event that a party commits a breach of its obligations under this Agreement and fails to cure that breach within thirty (30) days after receiving written notice thereof, the other party may terminate this Agreement immediately upon written notice to the party in breach. Upon termination or expiration of this Agreement, your Account, or your subscription, you shall immediately cease all use of the Services and all amounts due to NT-ware under this Agreement for Services provided by NT-ware prior to the effective date of termination shall become immediately due and payable.

15. LIMITED WARRANTY

During the Term, the Services will be provided with reasonable commercial care and skills, in accordance with "Good Industry Practice" (which means the standards that fall within the upper quartile of a skilled and experienced provider of business-critical managed services similar or identical to the NT-ware Services, having regard to factors such as the nature and size of the parties, the service level arrangements, the term, the pricing structure and any other relevant factors) and NT-ware will take commercially reasonable precautions against viruses and malicious attacks.

NT-WARE DOES NOT WARRANT THAT: THE SERVICES OR NT-WARE SOFTWARE WILL MEET YOUR REQUIREMENTS; THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR NT-WARE SOFTWARE WILL BE ACCURATE OR RELIABLE; THE QUALITY OF ANY INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES OR NT-WARE SOFTWARE WILL MEET YOUR EXPECTATIONS; OR ANY ERRORS IN THE SERVICES OR NT-WARE SOFTWARE WILL BE CORRECTED.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES AND NT-WARE SOFTWARE ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ALL WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE ARE SPECIFICALLY DISCLAIMED. NEITHER NT-WARE OR ANY RESELLER MAKES ANY GUARANTEES AS TO THE ACCURACY OR RELIABILITY OF THE SERVICES OR NT-WARE SOFTWARE FOR ANY PURPOSE. IF YOU CHOOSE TO ACCESS THE SERVICES, YOU DO SO AT YOUR OWN INITIATIVE AND RISK AND ARE RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS. YOU MAY NOT USE OR EXPORT THE SERVICES OR NT-WARE SOFTWARE IN VIOLATION OF US OR FOREIGN EXPORT OR IMPORT LAWS.

16. LIMITATIONS OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NT-WARE, ANY RESELLER, AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT DAMAGES ARISING UNDER OR RELATING TO THIS AGREEMENT OR RESULTING FROM NT-WARE'S PROVISION OF OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES OR NT-WARE SOFTWARE (WHETHER IN ONE INSTANCE OR A SERIES OF INSTANCES) IN AN AMOUNT EXCEEDING THE FEES PAID BY YOU FOR THE SERVICES THAT WERE THE SUBJECT OF SUCH CLAIM IN THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE EVENT GIVING RISE TO THE APPLICABLE CAUSE OF ACTION.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NT-WARE, ANY RESELLER, AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE THE SERVICES OR THE NT-WARE SOFTWARE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND SAVE AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, NEITHER NT-WARE NOR ANY RESELLER ASSUMES ANY LIABILITY OR RESPONSIBILITY FOR ANY (I) ANY UNAUTHORIZED ACCESS TO OR USE OF SERVICES OR NT-WARE SOFTWARE AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (II) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES OR NT-WARE SOFTWARE; (III) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES OR NT-WARE SOFTWARE BY ANY THIRD PARTY; (IV) ANY ERRORS OR OMISSIONS IN ANY DATA OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY DATA PROVIDED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES OR NT-WARE SOFTWARE; AND/OR (V) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

THIS SECTION (LIMITATION OF LIABILITY) APPLIES WHETHER THE ALLEGED LIABILITY IS BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY OR BASIS, AND EVEN IF NT-WARE, ANY RESELLER, AND THEIR RESPECTIVE AGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY OR DAMAGES.

17. INDEMNIFICATION

Subject to the provisions of Section 16 above, which in this Section, will apply for the benefit of both parties, in the event (i) you receive a third party claim ("Claim") that the Services used in accordance with their documentation and this Agreement or (ii) NT-ware receives a third party claim that the Services, used by you contrary to the documentation and this Agreement, infringe the Intellectual Property Rights of such third party, the party receiving such Claim shall be indemnified by the other party against all reasonable legal costs and expenses (supported by receipts or valid documentary evidence) arising from or incurred as a result of such Claim; and any direct damages arising out of a final judgment or settlement, provided that it gives the other party: (x) prompt written notice of the Claim, (y) full information and reasonable cooperation in connection with the defense and/or settlement of the Claim (at your expense) and (z) full (and sole) authority to defend or settle the claim or suit, provided that such other party may participate with counsel of its own choosing at its own expense and further provided that any portion of any settlement or compromise which constitutes an admission or requires contribution from such other party shall be subject to the prior written approval of such other party. Notwithstanding the foregoing, failure to so notify you shall not diminish indemnity obligations hereunder except to the extent such failure or any delay actually prejudices the defense of such matter.

NT-ware shall not be responsible under this Section 17 to the extent that the infringement claim arises out of (a) any unauthorized addition to or modification of the Services; or (b) any combination of the Services with other software or devices not developed and provided by NT-ware or any of its Resellers; or (c) use of the Services other than in connection with Canon brand multifunctional devices; or (d) any use modification or other change made on instructions by you or a third party on your behalf.

If any infringement claim within the scope of this Section 17 is brought against you, or if in NT-ware's opinion the Services are likely to become a subject of such a claim of infringement, NT-ware shall be entitled at its option: (x) to procure for you the right to continue the use of the Services (y) to replace or modify the Services so as not to infringe such third party's rights while conforming, as closely as possible to the original specifications or (z) to terminate the Agreement subject to reasonable portion of Services fees being refunded after having taken into account the use of the Services.

18. FEDERAL GOVERNMENT END-USE

If the Services being offered are licensed to the United States government or any agency thereof: the Services, including any related technical data, software or accompanying documentation, are "commercial items" as defined in 48 C.F.R. §2.101, and includes "commercial computer software" and "commercial computer software documentation" as such terms are used in

48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. The use, duplication, reproduction, release, modification, disclosure or transfer of the Services and any technical data or documentation relating thereto or derived therefrom, is restricted in accordance with 48 C.F.R. §12.211, 48 C.F.R. §12.212, 48 C.F.R. §227.7102-1, 48 C.F.R. §227.7102-2, and 48 C.F.R. §227.7202-1 through §227.7202-4, as applicable. The commercial items, commercial computer software and commercial computer software documentation are being licensed to U.S. Government end users (i) only as commercial items and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. This is in lieu of, and supersedes, any other Federal Acquisition Regulation ("FAR"), the Defense FAR Supplement ("DFAR"), or other agency supplemental clause or provision that addresses Government rights in computer software or technical data. Any use, reproduction, release, performance, display or disclosure of the Services and/or any related technical data or accompanying documentation by or for the U.S. Government will be governed solely by the terms of this Agreement, to the extent permitted by law.

19. EXPORT COMPLIANCE

The Services and confidential information of NT-ware provided or used under this Agreement may be subject to U.S. export and import control Laws and the trade Laws of other countries. You agree to comply with all export and import control Laws and to obtain any required licenses or classification to export, re-export or import the Services and any confidential information or other technical information provided by NT-ware. You agree not to export or re-export to entities on the current U.S. export exclusion lists or to any embargoed or terrorist countries as specified in the U.S. export Laws or control Laws of other countries. You will not use the Services for prohibited nuclear, missile, or chemical biological weaponry end uses. NT-ware assumes no responsibility for your failure to obtain any necessary export approvals or for your violation of any export or import control Laws.

20. APPLICABLE LAW; DISPUTE RESOLUTION

Choice of Law. This Agreement is and will be governed by and construed as set out below without giving effect to conflicts of laws principles. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.

21. JURISDICTION

Any action arising out of or relating to this Agreement may be brought only before any federal or state court of competent jurisdiction located in New York, in accordance with the law of that state, and you consent to the exclusive jurisdiction and venue of such courts and waive any objections of improper venue or inconvenient forum. Notwithstanding the foregoing, NT‐ware may initiate litigation in any court of competent jurisdiction seeking any remedy in equity, including the issuance of a preliminary, temporary, or permanent injunction, or to specifically enforce its rights under this Agreement.

22. OTHER PROVISIONS

  1. This Agreement, and any rights granted hereunder, may not be transferred or assigned by you, without NT-ware’s prior written consent, but may be assigned by NT-ware without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
  2. NT-ware shall not be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labour conditions, earthquakes, or any other causes that are beyond the reasonable control of NT-ware. You acknowledge that events beyond NT-ware's control may affect, limit or prevent the use or access to the Services.
  3. NT-ware may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on NT-ware's website, as determined by NT-ware in its sole discretion. NT-ware reserves the right to determine the form and means of providing notifications to its customers.
  4. In the event that any provision of this Agreement shall, in whole or in part, be determined to be invalid, unenforceable or void for any reason, such determination shall affect only the portion of such provision determined to be invalid, unenforceable or void, and shall not affect in any way the remainder of such provision or any other provision of this Agreement.
  5. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and NT-ware's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
  6. This Agreement, together with the applicable Order Form, the privacy policy or other terms and conditions of Services set forth at the Website, and all amendments, and any additional agreements you may enter into with NT-ware in connection with the Services constitute the entire agreement between you and NT-ware concerning the Services and govern your use of the Services, superseding any prior agreements (including, but not limited to, any prior versions of this Agreement.
  7. If you have entered into an arrangement with certain identity management providers ("Provider") for the management of the identity of your users ("ID Service") and you would like your users to be able to use the ID Service when they login to use the Service, you hereby:

For any question, concerns, or comments about this Agreement, or for more information, please contact NT-ware at the details set out at the beginning of the Agreement.

APPENDIX 1

Data Processing Agreement (Software as a Service)

This data processing agreement (the "Data Processing Agreement" or "DPA") forms part of the subscription terms (the "Agreement") and is entered into between NT-ware USA Inc, a limited liability company having its principal place of business at 105 Maxess Road, Suite S129, Melville N.Y. 11747 USA ("NT-ware") and the entity that accepts the Agreement ("Customer") – together the "Parties".

  1. DEFINITIONS

    Unless otherwise defined herein or in the Agreement, all capitalized terms shall have the same meaning as in Applicable Data Protection Laws.

  2. GENERAL
    1. This Data Processing Agreement shall apply to the extent NT-ware is processing, in the course of providing the Services, Personal Information on behalf of the Customer, including NT-ware's processing of PHI as a Business Associate if Customer is a Covered Entity subject to the HIPAA Regulations.
    2. For the avoidance of doubt, any use of the Services by an entity (which is acting on behalf of the Customer) which is not the Customer is at the respective Customer´s own risk with respect to the laws applicable in the country in which the other entity is located. The Parties also agree that China is out of scope of this Agreement.
  3. PERSONAL INFORMATION PROCESSING
    1. The subject-matter of the data processing is the performance of the Services and the processing will be carried out for the duration of the Agreement. The obligations and rights of the Customer and Customer affiliates are as set out in this Data Processing Agreement. Schedule 1 of this Data Processing Agreement sets out the nature and purpose of the processing, the types of Personal Information NT-ware processes and the categories of individual whose Personal Information is processed.
    2. Customer shall be solely responsible for compliance with Applicable Data Protection Laws with view to the processing that takes place under this Data Processing Agreement, in particular that Personal Information is disclosed to NT-ware and that Personal Information is processed by NT-ware on behalf of Customer.
    3. To the extent affiliates of the Customer are also covered by the Services under the Agreement, Customer acts in this respect on behalf of and in the name of its affiliates,
    4. Customer will serve as a single point of contact for NT-ware (NT-ware may refuse any instructions provided directly by an affiliate or other entity that is not the Customer);
    5. Customer is solely responsible for the coordination, submission and assessment of any instructions of affiliates of Customer or other owners of Personal Information that are not the Customer to NT-ware;
    6. Customer warrants to NT-ware that its instructions, including appointment of NT-ware as a service provider, have been authorized by the relevant affiliate/data owner.
    7. When NT-ware processes Personal Information in the course of providing the Services, NT-ware shall, notwithstanding anything to the contrary in this Agreement:
      1. receive, create, maintain, use, and disclose only the minimum Personal Information necessary to provide services to Customer pursuant to the terms of the Agreement;
      2. receive, create, maintain, use, and disclose Personal Information only (1) on Customer's behalf to the extent necessary to provide services to Customer pursuant to the terms of the Agreement; (2) to help Customer respond to any requests from an individual to exercise their rights under Applicable Data Protection Laws; or (3) as required by law.
      3. not (1) use Personal Information for any other purpose outside of those specified in the Agreement or this DPA; (2) use Personal Information outside the direct business relationship between Customer and NT-ware; or (3) combine Personal Information with the data that NT-ware receives from, or on behalf of, other customers, unless permitted by Applicable Data Protection Laws.
      4. not otherwise Sell or Share Personal Information.
      5. be responsible for complying with Applicable Data Protection Laws, and will process Personal Information only in a manner that provides the same level of privacy protection for Personal Information as Applicable Data Protection Laws require Customer to provide.
      6. promptly notify Customer if NT-ware determines that it no longer can meet its obligations under this DPA or Applicable Data Protection Laws. Customer may (1) take reasonable and appropriate steps to ensure that NT-ware uses Personal Information consistent with Customer's obligations under Applicable Data Protection Laws, and (2) stop and remediate any unauthorized use of Personal Information.
      7. provide to Customer the information necessary to enable Customer to demonstrate compliance with Applicable Data Protection Laws, and to conduct and document data protection impact assessments;
      8. notify the Customer and the relevant affiliate via the Customer without undue delay if, in NT-ware's opinion, an instruction for the processing of Personal Information given by the Customer or the relevant affiliate infringes Applicable Data Protection Laws (without any obligation to perform a legal assessment when providing the Services). In that case, NT-ware is entitled to suspend the performance of the respective instruction until Customer confirms its lawfulness or modifies such instruction;
      9. securely store the Personal Information:

        (1) in transit, by encrypting data according to industry-standard protocols. TLS 1.2 is the default and enforced security protocol for all uniFLOW Online deployments and the components involved in the solution;

        (2) at rest, encrypted and decrypted transparently using 256-bit AES encryption; and

        (3) on network servers set up for Geo-Redundant Storage (GRS). Storage locations, as well as more information about NT-ware’s storage of Personal Information, is available on NT-ware Trust Center https://www.uniflowonline.com/en/trust-center/reliability/index.html
      10. implement and maintain reasonable and appropriate technical, physical, and organizational measures to protect Personal Information against unauthorized or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure. These measures shall be appropriate to the harm which might result from any unauthorized or unlawful processing, accidental loss, destruction, damage or theft of the Personal Information and having regard to the nature of the Personal Information which is to be protected. With respect to PHI, these measures will comply with the relevant provisions of the HIPAA Security Rule;
      11. at least once per year audit the security of the computers and system environment that it uses for the processing of Personal Information when providing the Services. Customer acknowledges that NT-ware is regularly audited against ISO standards by independent third-party auditors. A copy of NT-ware’s recent ISO certifications can be found on its Trust Center. Upon Customer's written request, NT-ware will provide to Customer a summary of the results of its regular audit ("Summary Audit Report") such report will be in the manner and form that NT-ware generally makes available to its customers and may be subject to the execution of a confidentiality agreement. If Customer reasonably concludes that an audit of the security and privacy measures at the premises of NT-ware is required, it will be permitted under the following conditions:

        (1) NT-ware has first been allowed reasonable opportunity to provide sufficient evidence of its privacy and security measures within the limits of product IP and security confidentiality and such evidence has not met the relevant requirements of applicable Data Protection Laws; or

        (2) the audit is requested formally by a relevant government agency or law enforcement authority.

        Customer shall provide at least sixty days advance notice of any audit unless Applicable Data Protection Laws or a relevant government agency requires shorter notice. The frequency, time frame and scope of any audits shall be mutually agreed between the parties acting reasonably and in good faith. Customer audits shall be limited to remote audits where possible. If an on-site audit is mandatory, it shall not exceed one business day, and it is conducted within regular business hours, and without interfering with NT-ware's operations. Beyond such restrictions, the parties will use current certifications or other audit reports to avoid or minimize repetitive audits. Customer shall provide the results of any audit to NT-ware. The results of any Customer’s audit shall be treated as NT-ware’s Confidential Information. Customer shall bear the costs of any audit on an hourly rate based on time and material according to the then current price list, unless such audit reveals a material breach by NT-ware of this Data Processing Agreement, then NT-ware shall bear its own expenses of an audit. If an audit determines that NT-ware has breached its obligations under the Data Processing Agreement, NT-ware will promptly remedy the breach at its own cost.
      12. ensure that access to the Personal Information is limited to personnel that requires such access to provide Services under the Agreement and personnel required to access the Personal Information have committed to keep Personal Information confidential and comply with the obligations set out in this clause and that these confidentiality obligations survive the termination of their engagements or are under an appropriate statutory obligation of confidentiality;
      13. support Customer in a manner consistent with the functionality of the Services and NT-wares role as a service provider and to the extent reasonably possible for NT-ware (and only where Customer cannot do so without NT-ware's assistance):

        - in fulfilling individuals' requests and claims, such as right to access (including access to PHI maintained in a Designated Record Set); right to deletion; right to correct; and, when Customer is a Covered Entity, right to an accounting of disclosures; and
        - assist the Customer and the Customer affiliate via the Customer in ensuring compliance with any Applicable Data Protection Laws (taking into account the nature of the processing and the information available to NT-ware and provided that this support does not result in any breach of NT-ware's confidentiality obligations towards third parties and other infringements of applicable law to which NT-ware is subject).
      14. notify Customer, without undue delay, if NT-ware becomes aware a Security Incident within its scope of responsibility. NT-ware shall implement the measures reasonably necessary for securing Personal Information and for mitigating potential negative consequences for impacted individuals; NT-ware shall coordinate such efforts with Customer without undue delay;
      15. notify to Customer the point of contact for any issues related to data protection arising out of, or in connection with, the Agreement;
      16. at the end of the Services, upon the Customer's written request, securely destroy or return Personal Information to the Customer and delete existing copies (unless applicable law requires continued storage of the Personal Information);
    8. Customer shall (i) without undue delay notify NT-ware of any defect or irregularity in terms of data protection compliance when providing the Services and (ii) notify to NT-ware the point of contact for any issues related to data protection arising out of or in connection with the Agreement, and (iii) reasonably support NT-ware in defending possible claims asserted by individuals against NT-ware or its affiliates.
  4. USE AND DISCLOSURE OF PHI

    When NT-ware creates, receives, maintains, or transmits PHI in the course of providing the Services and Customer is acting in the capacity of a Covered Entity subject to the HIPAA Regulations,

    1. NT-ware must, In addition to the other requirements set forth in this DPA:
      1. to the extent it is to carry out any of Customer's obligations under the HIPAA Regulations, comply with the requirements of the HIPAA Regulations that apply to Customer in the performance of such obligation;
      2. within the time frame required by the HIPAA Privacy Rule, provide Customer with all information in NT-ware's possession necessary to enable Customer to comply with 45 C.F.R. pt. 164.528 in connection with an individual's request for an accounting of disclosures of PHI; and
      3. make its internal practices, books, and records, including, but not limited to, policies and procedures and information relating to the use and disclosure of Customer's PHI, available in response to written request or a subpoena by the Secretary of the U.S. Department of Health and Human Services and his designees, to evaluate Customer's compliance with the HIPAA Regulations.
      4. If return or destruction of PHI at the termination of the DPA and upon Covered Entity's written request is not feasible, extend the protections of the DPA to the Personal Information and limit further uses and disclosures to those purposes that make the return or destruction of the information infeasible
    2. NT-ware may not:
      • use or further disclose PHI other than as permitted or required by the Agreement or the DPA or as required by law;
    3. NT-ware may, notwithstanding anything to the contrary in this Agreement:
      • use PHI for its own proper management and administration or to carry out its legal responsibilities. NT-ware may also disclose PHI for its own proper management and administration, or to carry out its legal responsibilities, if (a) the disclosure is required by law, or (b) NT-ware ensures that the person or entity to whom PHI is disclosed under this paragraph will (i) maintain the confidentiality of the information disclosed, (ii) use or further disclose such information only as required by law or for the purpose for which it was disclosed to such person, and (iii) immediately notify NT-ware of any compromise of the confidentiality of the information;
    4. Customer may terminate this Data Processing Agreement if Customer determines that NT-ware has violated a material term of the DPA. NT-ware may terminate this DPA if NT-ware determines that Customer has violated a material term of the DPA.
  5. SUB-CONTRACTORS
    1. Customer (also on behalf of its affiliates that are covered by this Data Processing Agreement) authorizes NT-ware to engage its affiliates and third parties to provide the Services and to process Personal Information as sub-contractors. This authorization constitutes the Customer's (and its affiliates) prior written consent to the sub-contracting. A list of the current sub-contractors used to provide the Services is attached to this a Data Processing Agreement as Schedule 3. All these sub-contractors will be permitted to process Personal Information of the Customer (or its affiliates) only to deliver the Services under the Agreement (unless otherwise stipulated under this Data Processing Agreement).
    2. Sub-contractors that are engaged by NT-ware for the provision of the Services shall be subject to written terms with NT-ware that are no less protective than this Data Processing Agreement.
    3. Where applicable, NT-ware shall, prior to the use or replacement of sub-contractors with at least 30 days prior notice, inform Customer thereof. Customer shall be entitled to reasonably contradict any change notified by NT-ware within 30 days upon receipt of the Customer's notice and for materially important reasons. The parties will then discuss possible resolutions within 30 days (but without any obligation for NT-ware to implement resolutions suggested by Customer) ("Resolution Period"). Where a materially important reason for such contradiction still exists, and the parties are failing to conclude on an amicable resolution of this matter, NT-ware shall be entitled to terminate the Agreement upon 14 days written notice after the Resolution Period has ended. Where Customer fails to contradict such change within such period of time, Customer shall be deemed to have consented to such change. Customer shall receive a refund of any prepaid fees for the period following the effective date of termination in respect of such terminated services. No other claims of the Customer against NT-ware may be based on reason of such termination.
    4. For the avoidance of doubt, where a sub-contractor fails to fulfill its obligations under any sub-processing agreement, NT-ware will remain fully liable to the Customer for the fulfillment of the NT-ware's obligations under this Agreement.
    5. For the avoidance of doubt, the authorization in section 4 (a) under this Data Processing Agreement is not required in cases where NT-ware or sub-contractors subcontracts ancillary services from third parties which are not specific to the provision of the services under the Agreement. Such ancillary services shall, for example, include (but not be limited to) general infrastructure services like telecommunications services or facility management services. NT-ware and sub-contractors shall nevertheless conclude, with such third parties, agreements necessary to ensure applicable data protection standards.
  6. LIABILITY AND DAMAGES

    The regulations on the parties' liability contained in the Agreement shall be valid also for the purposes of processing under this Data Processing Agreement, unless expressly agreed upon otherwise.

  7. MISCELLANEOUS
    1. This Data Processing Agreement shall automatically terminate upon any termination or expiration of the Agreement;
    2. In case of any conflict between any provision of this Data Processing Agreement and any provision of the Agreement, this Data Processing Agreement shall prevail.

SCHEDULE 1

Data processing information

  1. Data Subjects

    The personal data transferred relate to the following data subjects:

  1. Categories of data

    Data will be provided by the Customer (and its affiliates). The personal data transferred may therefore concern any categories of personal data and sensitive data depending on the Customer's use of the Service. This may be:

  2. Processing activities

    The personal data transferred will be processed by NT-ware and its Sub-processors in order to provide the Services as agreed in the Agreement, such as:

SCHEDULE 2

Technical and Organizational Measures (TOMs)

To gain insight into the Technical and Organizational Measures implemented by NT-ware for ensuring privacy and security, please visit the following link:

https://www.uniflowonline.com/en/trust-center/privacy/technical-and-organizational-measures/

This website provides detailed information about the comprehensive steps taken to safeguard data and maintain a secure environment for users.

SCHEDULE 3

List of current Sub-processors

NT-ware may use the following Affiliates and third parties to provide certain parts of the Services on Customer's (and its Affiliates) behalf:

Sub-processor

Location / Mechanism

Function

NT-ware Systemprogrammierungs-GmbH

Niedersachsenstraße 6
49186 Bad Iburg
Germany

Maintenance & support services

NT-ware Asia Pte. Ltd.

438 Alexandra Road
#04-01 Alexandra Point
119958
Singapore

Maintenance & support services

NT-ware Japan Inc.

70-1 Yanagicho, Saiwai-ku, Kawasaki, Kanagawa 212-8602, Japan

Maintenance & support services

NT-ware Enterprise Solutions GmbH

Niedersachsenstrasse 6
49186 Bad Iburg
Germany

Maintenance & support Services

Microsoft Ireland Operations Ltd.

One Microsoft Place
South County Business Park
Leopardstown
Dublin 18
D18 P521

Cloud service provider

Canon Inc.

30-2, Shimomaruko 3-chome, Ohta-ku, Tokyo 146-8501, Japan

OCR (Optical Character Recognition) Processing & Fault Recovery Support Services

Only available in the following subscription modes:
Advanced Scanning &
Cloud Image Processing

Appendix 2

NT-WARE SOFTWARE APPLICATIONS:

  1. OWNERSHIP AND COPYRIGHT: All rights, title, and interest in the Software and its Documentation are owned by NT-ware (or its third-party licensors). NT-ware (or its third-party licensors) shall at all times retain all copyright and other intellectual property rights in the Software and its Documentation and all subsequent copies thereof regardless of form. Except as expressly provided herein, no other license or right, express or implied, is hereby conveyed or granted by NT-ware to you for any intellectual property of NT-ware (or its third-party licensors). You shall not modify, remove or delete a copyright notice contained in the Software or its Documentation, including any copy thereof.
  2. GRANT OF LICENSE: NT-ware grants you a personal, limited in duration, non-transferable, non-exclusive right to use ("use" as used herein shall include storing, loading, installing, accessing, executing, or displaying) the Software and any Documentation provided (if any) only on your individual computer(s), such as your individual user workstations ("Device") for the Purpose for as long as you have purchased and hold a valid right to access and use the Services. With regards to the uniFLOW mobile print and scan app: a) to install NT-WARE APPLICATION into any smartphone which has a function to connect to the Internet (the 'Smartphone') to connect to the function of 'uniFLOW Online' on a single Canon-branded multifunctional digital printing device with multifunctional embedded application platform for each license you have purchased; b) to install CANON APPLICATION into the Smartphone, and c) to use the NT-WARE APPLICATION and CANON APPLICATION installed according to the foregoing (a) and (b) together on the Smartphone.

    PLEASE NOTE: In some regions, eULM will need to be activated by purchasing an activation key. During the registration process, the serial number of the Canon Device, the sales region, and the Software ID number are sent to NT-ware and stored on a remote server. No other information will be sent or stored.

    The Software is licensed and not sold to you. It is your responsibility to ensure that you and your company are aware and can comply with the terms of this Agreement.

  3. PERMISSION TO COPY: Except as provided above or to the extent expressly permitted by law, any other copying of the Software is a violation of this Agreement. You may not copy the Documentation.
  4. RESTRICTIONS:
    1. Except as expressly provided herein, you may not assign, sublicense, market, distribute, reassign or transfer the Software or the Documentation to others;
    2. save to the extent and in the circumstances expressly permitted by law you may not modify, decompile, reverse engineer, disassemble or otherwise reduce the code of the Software to human-readable form; and
    3. YOU MAY NOT ADAPT, TRANSLATE, RENT, LEASE OR LOAN THE SOFTWARE OR THE DOCUMENTATION OR CREATE DERIVATIVE WORKS BASED ON THE SOFTWARE OR THE DOCUMENTATION.
  5. EXPORT CONTROL: You agree that the Software and the Documentation will not be shipped, transferred, or exported into any country or used in any manner prohibited by any applicable export control laws, restrictions, or regulations of the countries involved.
  6. SUPPORT AND UPDATE: NT-ware, NT-ware's subsidiaries or affiliates, their distributors, and dealers are not responsible for maintaining or helping you to use the Software and the Documentation. NT-ware shall have no obligation to provide any support or maintenance for the Software; however, if any updates, bug fixes, or other support is provided, then they are licensed to you in accordance with this Agreement.
  7. DISCLAIMER OF WARRANTIES AND LIABILITY: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND THE DOCUMENTATION ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE AND ACCURACY IS WITH YOU. NT-WARE, NT-WARE'S SUBSIDIARIES, ITS AFFILIATES, ITS LICENSORS, ITS DISTRIBUTORS, AND ITS DEALERS HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES, CONDITIONS, OR ASSURANCES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR NON-STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OF NON-INFRINGEMENT.

    TO THE FULLEST EXTENT PERMITTED BY LAW:

    1. NEITHER NT-WARE NOR NT-WARE'S SUBSIDIARIES, ITS AFFILIATES, ITS LICENSORS, ITS DISTRIBUTORS, OR ITS DEALERS SHALL BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR INDIRECT DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR DATA OR PERSONAL INJURY), HOWSOEVER ARISING WHETHER OR NOT NT-WARE, NT-WARE'S SUBSIDIARIES, ITS AFFILIATES, ITS LICENSORS, ITS DISTRIBUTORS OR ITS DEALERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NT-WARE, NT-WARE'S SUBSIDIARIES, ITS AFFILIATES, ITS LICENSORS, ITS DISTRIBUTORS AND ITS DEALERS SHALL NOT BE LIABLE FOR ANY CLAIM AGAINST YOU BY A THIRD PARTY ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE OR THE DOCUMENTATION;
    2. NT-WARE, NT-WARE'S SUBSIDIARIES, ITS AFFILIATES, ITS LICENSORS, ITS DISTRIBUTORS, AND ITS DEALERS' TOTAL LIABILITY TO YOU FOR ALL DIRECT DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE), SHALL NOT EXCEED THE FEES PAID FOR THE SERVICES IN THE MONTH, WHEN THE LIABILITY OCCURRED. THE FOREGOING REMEDY LIMITATIONS WILL APPLY EVEN IF THE ABOVE-STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

    You acknowledge that the Software has not been developed to meet your individual requirements and that it is, therefore, your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements.

    You acknowledge that the Software may not be free of errors and/or bugs and that events beyond NT-ware's control may affect, limit or prevent the use or access to the Software, whether temporarily or permanently, and that such events shall not constitute breach of this Agreement by NT-ware.

  8. TERM: This Agreement is effective upon your download of the Software and shall, subject to NT-ware earlier termination rights, continue in effect for the duration of the Services. NT-ware may terminate this Agreement and your right to use the Software immediately on written notice to you if:
    1. its agreement with its licensors terminates for any reason; or
    2. you and/or your company breach any terms of the Services agreement; or
    3. you commit a material or persistent breach of this Agreement which you fail to remedy (if remediable) within 14 days after the service on you of written notice requiring you to do so; or
    4. a petition for a bankruptcy order to be made against you has been presented to the court; or
    5. you become insolvent or unable to pay your debts enter into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), pass a resolution for its winding-up, have a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of its assets, make any composition or arrangement with its creditors or take or suffer any similar action in consequence of your debt.

    NT-ware may terminate this Agreement as to Software for any reason (non-cause) upon written notice (which, for the avoidance of doubt, will not terminate your uniFLOW Online Cloud Services Agreement). NT-ware may at its reasonable discretion reimburse on a pro-rata basis, a reasonable amount of Services fees paid by you or your company for the year in which NT-ware terminates the Agreement for Software This represents NT-ware only liability and your only remedy with regards to NT-ware's early termination right for non-cause.

    Upon termination for any reason: all rights granted to you under this Agreement shall cease; you must cease all activities authorized by this Agreement; and you must immediately delete or remove the Software and its Documentation (if any) from the Device in your possession and immediately destroy or return to us (at our option) all copies of the Software and its Documentation (if any) then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.

  9. U.S. GOVERNMENT RESTRICTED RIGHTS NOTICE: You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. The Software or its Documentation are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by agencies of the U.S. Government is subject to restrictions as set forth in either subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at DFARs 252.227\-7013 or subparagraph (c) (1) and (2) of the Commercial Computer Software Restricted Rights Clause at FAR 52.227-19, as applicable. You will not use the Software or its Documentation for prohibited nuclear, missile, or chemical biological weaponry end uses. NT-ware assumes no responsibility for your failure to obtain any necessary export approvals or for your violation of any export or import control Laws.
  10. SEVERABILITY: In the event that any provision of this Agreement is declared or found to be illegal by any court or tribunal of competent jurisdiction, such provision shall be null and void with respect to the jurisdiction of that court or tribunal and all the remaining provisions of this Agreement shall remain in full force and effect.
  11. THIRD PARTY BENEFICIARY: The provisions of this Agreement, in so far as it relates to NT-ware's third party suppliers, subsidiaries and/or affiliates, are directly enforceable by such NT-ware's third party suppliers, subsidiaries and/or affiliates.
  12. ACKNOWLEDGMENT: BY USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTOOD IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU ALSO AGREE THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF AGREEMENT BETWEEN YOU AND NT-WARE CONCERNING THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS, VERBAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND NT-WARE RELATING TO THE SUBJECT MATTER HEREOF. NO AMENDMENT TO THIS AGREEMENT SHALL BE EFFECTIVE UNLESS SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF NT-WARE.
  13. LAW: This Agreement shall be governed and interpreted in accordance with English Law. All disputes between the parties which may arise from this Agreement will be resolved exclusively by the English Courts. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded NT-ware shall have, however, the sole right to waive this section and to enforce this Agreement under the local law and/or jurisdiction of the user.

Should you have any questions concerning this Agreement, or if you desire to contact NT-ware for any reason, please write to NT-ware's address at the beginning of this Agreement.

LIST OF OPEN SOURCE SOFTWARE AND RESPECTIVE LICENCES:

Appendix 3

OSS information