Effective March 24, 2026
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Hyland Master Agreement
This Hyland Master Agreement (“Agreement”) is a binding agreement and is part of the Order Form entered into by and between Hyland and Customer (as identified in the applicable Order Form) which incorporates this Agreement by reference. This Agreement governs Hyland’s provision of, and Customer’s use and access to, the Product(s), Professional Services and Success Path Services.
1. DEFINITIONS.
The capitalized terms used in this Agreement shall have the meanings ascribed to them herein or in Annex A.
2. PRODUCT LICENSE AND USE RIGHTS, RESTRICTIONS AND RESPONSIBILITIES.
2.1 Right to Use. During the term of the applicable Product Subscription and subject to Customer’s compliance with the terms of this Agreement, including the Product Specific Terms, Hyland grants to Customer a revocable, non-exclusive, non-assignable (except as expressly provided in this Agreement), limited license to use the Product in accordance with the Documentation, AUP (where applicable), and the Product Specific Terms, solely for use by Customer and its Users for the internal business operations of Customer. Neither Customer nor any User shall make any use of the Product or associated Documentation in any manner not expressly permitted by this Agreement. Software licensed to Customer for an on-premise deployment will be provided in machine-readable object code form only and may be hosted on computer servers owned and controlled by a third party, provided that such third-party hosting provider shall be considered a contractor, and subject to the contractor use restrictions set forth herein. Product(s) may contain components that are downloaded or installed locally on Customer's systems and such components are intended to be used solely in connection with Customer's or its Users’ use of the Product(s) and may not be used on a standalone basis.
2.2 Customer-Enabled Services and Content. Product(s) may contain functionality which allows Customer to: (a) utilize, link or integrate such Product with services from third parties of Customer's choosing, and/or (b) access websites, services, or content of Customer’s choosing ((a) and (b) collectively (“Customer Connections”)). Hyland has no responsibility, obligations or liability for such Customer Connections or failures related thereto. Hyland is not responsible for any data provided by or through such Customer Connections or by Customer to the Customer Connections via the Product. Hyland reserves the right to suspend or restrict integration with any Customer Connections if it poses a security, performance, or other risk to Hyland, the Product or Hyland’s customers generally. Hyland does not endorse any websites, services or content that may be linked by Customer through the Product.
2.3 Third-Party Software Licenses; Mobile Devices. The Product(s) may be bundled with software owned by third parties. Such third-party software is licensed solely for use within the Product(s) and may not be used on a standalone basis. Additionally, in the case of such software installed on a mobile device, if such software will be downloaded from the application market or store maintained by the manufacturer of the mobile device, then use of such software will be governed by the license terms for the software included at the applicable application store or market or presented to Customer or Customer’s Users in the software, and this Agreement will not govern such software.
2.4 Licensing. Product(s) are licensed for a specific type of use, such as concurrently, on a specified workstation, by a specified individual, or by volume or usage metrics, and Customer’s right to use the Product is limited by such scope. Customer shall not permit direct or indirect access to or use of the Product in a way that circumvents or attempts to circumvent any such usage limit. Product(s) that are licensed on a volume-basis may: (a) no longer function if applicable volume limits have been exceeded; (b) require Customer to pay additional fees based on Customer’s volume usage; and/or (c) include functionality which monitors or tracks Customer usage and reports that usage. Customer acknowledges and agrees that additional fees may apply based on Customer's volume usage.
2.5 Contractor Use Restrictions. Customer agrees that if it desires to allow a contractor to do any of the following: (a) make use of the configuration tools, administrative tools or any application programming interfaces; (b) attend any Hyland training courses, either online or in person; or (c) access any of Hyland’s secure websites (including, but not limited to, https://community.Hyland.com), either through contractor’s use of Customer’s own log-in credentials or through credentials received directly or indirectly by contractor; then, Hyland may require that the entity employing such contractor enter into a confidentiality agreement directly with Hyland.
2.6 Compliance. Customer shall ensure that its use of the Product is at all times compliant with this Agreement, including the Documentation, the applicable Product Specific Terms and the AUP (where applicable), and all applicable laws. Customer is responsible for its Users’ actions and compliance with this Agreement.
2.7 Non-Production Environments. Subject to the payment of applicable fees, Customer will have access to, and Hyland will provide Non-Production Systems as described in the Product Specific Terms.
2.8 GRaaS Services. If Customer is purchasing GRaaS Services, GRaaS Services are not governed by the terms of this Agreement but, instead, are subject to the GRaaS Services Terms and Conditions, which are available at https://www.hyland.com/en/legal/graas-terms-conditions.
2.9 Hyland Content Portal. If Customer is purchasing a hosted version of the Hyland Content Portal, such hosted version of the Hyland Content Portal is not governed by the terms of this Agreement but, instead, is subject to the Hyland Content Portal Terms of Use, which are available at https://legal.hyland.com/hyland-portal-termsandconditions.
3. SERVICES.
3.1 Success Path Services. During the term of the applicable Product Subscription, Hyland will provide Customer with the Success Path Services pursuant to the applicable Success Path Customer purchases with respect to each of its Product Subscriptions.
3.2 Success Path Manual. The initial Success Path purchased by Customer for a Product Subscription is set forth in the initial Order Form. Hyland may modify the Success Path Manual from time to time, provided that any modifications will not be effective until the next renewal of Customer’s applicable Product Subscription. To the extent Success Path upgrades or downgrades are available related to the Product Subscription purchased by Customer, Customer may upgrade the Success Path at any time, but any downgrade will not be effective until the beginning of the next renewal of the applicable Product Subscription.
3.3 Professional Services. Customer agrees that the Professional Services Schedule, available at https://legal.hyland.com/professional-services-schedule shall apply to all Professional Services provided by Hyland for Customer.
4. FEES AND PAYMENT; TAXES.
4.1 Invoicing. All invoices shall be sent electronically by Hyland to the other party to the attention of “Accounts Payable,” or to such other person or department as the other party may specify from time to time by written notice to Hyland. In the event any invoice contains a billing error which is discovered by Hyland, Hyland may issue a new invoice to correct the error.
4.2 General Payment Terms. Unless otherwise provided in this Agreement, Customer shall pay in full all fees within thirty (30) days after the receipt of such invoice.
4.3 Payment of Fees. Customer shall pay all fees for the Product Subscriptions in such amounts as invoiced by Hyland, including any applicable additional fees if Customer exceeds the allotted capacity or other applicable limits specified in the Order Form or Product Specific Terms. Unless otherwise specified in an Order Form: (a) Recurring Fees will be invoiced annually in advance; and (b) fees incurred for overages (including storage) or on a consumption basis will be calculated and invoiced monthly in arrears. Hyland may increase Recurring Fees annually by up to ten percent (10%) of the previous year’s Recurring Fees.
4.4 Other Fees. If, upon mutual agreement of the parties, Hyland provides any other services or deliverables that are not covered by the fees and charges described herein or in an Order Form, Hyland will invoice for such other fees or charges based upon Hyland’s then current list prices or the pricing that the parties have mutually agreed upon in connection with such other services or deliverables.
4.5 Taxes and Governmental Charges. All payments under this Agreement are exclusive of all applicable taxes and governmental charges (such as duties), all of which shall be paid by Customer (other than taxes on Hyland’s income). In the event Customer is required by law to withhold taxes, Customer agrees to furnish to Hyland all required receipts and documentation substantiating such payment. If Hyland is required by law to remit any tax or governmental charge on behalf of or for the account of Customer, Customer agrees to reimburse Hyland within thirty (30) days after Hyland notifies Customer in writing of such remittance. Customer agrees to provide Hyland with valid tax exemption certificates in advance of any remittance otherwise required to be made by Hyland on behalf of or for the account of Customer, where such certificates are applicable.
4.6 Resolution of Invoice Disputes. In the case of any Disputed Amount (as defined below) that is disputed in accordance with this Section, both parties will use reasonable efforts to resolve the dispute within thirty (30) calendar days of Hyland’s receipt of Customer’s timely notice of the Disputed Amount. If any Disputed Amount remains disputed in good faith after such 30-day period, the parties agree that at least one of each of their respective members of senior management will meet within ten (10) calendar days to attempt to resolve the dispute. If the dispute is not thereby resolved, either party may file litigation in a court of competent jurisdiction to seek resolution of the dispute. As used herein, “Disputed Amounts” means those amounts on any invoice which the invoiced party is disputing reasonably and in good faith and is cooperating diligently to resolve the dispute.
4.7 Training. Hyland offers training courses to Customer and its employees as described on Hyland’s training web portal (currently https://university.hyland.com/). Training fees for such courses shall be determined at Hyland’s retail prices in effect at the time Customer registers for training. Hyland shall invoice Customer for applicable training fees upon Customer’s registration for each training course and such invoice shall be due and payable in accordance with this Agreement. In the event Customer prepays for training, then such prepaid training shall expire twelve (12) months from the date Hyland accepts Customer’s purchase order for such training or the Effective Date of the applicable Order Form for such training, whichever is earlier.
5. INSURANCE.
5.1 Hyland will maintain and keep in force the following insurance coverage:
5.1.1 Worker’s Compensation and Employer’s Liability Insurance Coverage (as applicable). In the case of coverage of US employees, the worker’s compensation coverage shall be in the minimum amounts required by statute, and the Employer’s Liability Insurance Coverage shall be USD $1,000,000.00 bodily injury each accident, USD $1,000,000.00 bodily injury by disease each employee and policy limit. In the case of coverage for UK employees, the policy limits under the Employer’s Liability Insurance Coverage shall be GBP 5,000,000.00;
5.1.2 General Liability Insurance Coverage. The policy limit under the General Liability Insurance Coverage shall be USD $1,000,000.00 per occurrence and USD $2,000,000.00 in aggregate;
5.1.3 Automobile Liability Insurance Coverage. The policy limit under the Automobile Liability Insurance Coverage policy shall be for USD $1,000,000.00 per occurrence;
5.1.4 Cyber Liability Insurance. The policy limit under the Cyber Liability Insurance Coverage shall be for USD $5,000,000.00 per claim; and
5.1.5 Professional Liability (Errors & Omissions). The policy limit under the Professional Liability Insurance Coverage shall be USD $5,000,000.00 per claim.
Hyland shall provide a certificate of insurance listing the above coverages upon Customer’s reasonable request.
6. CONFIDENTIAL INFORMATION.
6.1 Confidential Information. “ConfidentialInformation” shall be such information disclosed hereunder that is marked “Proprietary” or “Confidential,” that is known by the recipient to be confidential or that is of such a nature as customarily would be confidential between business parties, except as provided in the next sentence. Confidential Information shall not include information that: (a) is or becomes generally known to the public without breach of this Agreement by the recipient; or (b) is demonstrated by the recipient to have been in the recipient’s possession prior to its disclosure by the disclosing party, or (c) is received by the recipient from a third party that is not bound by restrictions, obligations or duties of non-disclosure to the disclosing party; or (d) is demonstrated by recipient to have been independently developed by recipient without reference to the other party’s information.
6.2 Obligations. Each party agrees that, with respect to the Confidential Information of the other party, or its affiliates, such party as a recipient shall use the same degree of care to protect the other party’s Confidential Information that such party uses to protect its own confidential information, but in any event not less than reasonable care, and not use or disclose the Confidential Information other than as permitted under this Agreement. Each party agrees not to disclose to any third party any such Confidential Information, except as may be required by law, regulation or court order; or as otherwise provided under this Agreement. Each party shall be liable and responsible for any breach of this Section committed by any of such party’s affiliates, employees, agents, consultants, contractors or representatives.
7. OWNERSHIP AND PROHIBITED CONDUCT.
7.1 Ownership. Hyland and its suppliers own the Product(s), Professional Services, Success Path Services and Documentation, including, without limitation, any and all worldwide copyrights, patents, trade secrets, trademarks and proprietary and confidential information rights in or associated with the foregoing. The Product(s), Professional Services, Success Path Services and Documentation are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. No ownership rights in the Product(s), Professional Services, Success Path Services and Documentation are transferred to Customer. Customer agrees that nothing in this Agreement or associated documents gives it any right, title or interest in the Product(s), Professional Services, Success Path Services or Documentation, except for the limited express rights granted in this Agreement. THIS AGREEMENT IS NOT A WORK-FOR-HIRE AGREEMENT. At no time shall Customer file or obtain any lien or security interest in or on any components of the Product(s), Professional Services, Success Path Services or Documentation.
7.2 Prohibited Conduct. Customer agrees not to: (a) remove copyright, trademark or other proprietary rights notices that appear on or during the use of the Product(s) or Documentation; (b) sell, transfer, rent, lease or sub-license the Product(s) or Documentation to any third party, or use the Product(s) or Documentation for processing of third-party data as a service bureau, application service provider or otherwise for the business operations of any third-party; (c) modify the Product(s) or Documentation, or prepare derivative works therefrom; or (d) decipher, reverse engineer, disassemble, decompile or otherwise attempt to derive or gain improper access to source code or from any components, models, algorithms or systems of or used to provide the Product(s) or Documentation, in whole or in part, or engage in any of the adversarial attacks set forth in the NIST AI 100-2 E2025 Adversarial Machine Learning: A Taxonomy and Terminology of Attacks and Mitigations available at https://doi.org/10.6028/NIST.AI.100-2e2025.
7.3 Suspension of Product(s) or Services. Hyland may, without limiting its other rights and remedies, suspend or cease the provision of any Professional Services or Success Path Services or access to any Product(s) or Customer portals in the case of: (a) a Prohibited Act; or (b) Customer’s failure to make any payment when due (other than with respect to Disputed Amounts). Hyland will use reasonable efforts to (i) notify Customer prior to any suspension, unless prohibited by applicable law or court order, and (ii) resume the provision of Professional Services and Success Path Services and/or re-establish access to the Product(s) or Customer portals promptly after the issue causing the suspension has been resolved. Customer will remain responsible for all fees incurred before and during any suspension.
8. CUSTOMER DATA.
8.1 Customer Data. As between Customer and Hyland, Customer is and will remain the owner of all Customer Data, including any intellectual property rights therein. Customer Data shall be considered Customer’s Confidential Information. Customer hereby grants Hyland, its affiliates, and its subcontractors all necessary rights and authority to process Customer Data as set forth in this Agreement.
8.2 Personal Data. Hyland and Customer agree that the Global Data Processing Schedule, located at https://legal.hyland.com/gdpr-customerdpa shall apply to all Personal Data processed by Hyland under this Agreement.
8.3 Scope of Processing. Hyland may process Customer Data solely: (a) to provide, maintain, and develop the Product(s), Professional Services and Success Path Services; (b) to prevent or address technical issues; (c) as necessary to enforce the AUP and any applicable Third-Party AUPs (as defined in the Artificial Intelligence Terms) or as required by law; (d) as described in the Product Specific Terms; and/or (e) as otherwise agreed by the parties in writing.
8.4 Analytical Data. Hyland may create and use Analytical Data for any purpose, including to train, validate and improve its products and services.
8.5 Feedback. If Customer provides Hyland with feedback or suggestions regarding its Product(s) or services, Hyland may use the feedback or suggestions without restriction or obligation.
8.6 Customer Data Warranty. Customer represents and warrants to Hyland that: (a) Customer has the right and authority to use the Customer Data, and to allow Hyland to use the Customer Data, as contemplated under this Agreement and that such use does not violate any contracts, agreements, or any applicable law; and (b) Customer will use reasonable efforts to ensure that any Customer Data submitted to Hyland will be free of viruses.
8.7 Artificial Intelligence. With respect to any Hyland Product that contains artificial intelligence functionality, the Artificial Intelligence Terms available at https://legal.hyland.com/artificial-intelligence-terms shall apply.
9. LIMITED WARRANTIES; DISCLAIMER OF WARRANTIES.
9.1 Product Warranty. Hyland warrants that, when used as authorized under this Agreement, the Product(s) will perform substantially in accordance with the applicable Documentation.
9.2 Exclusions. These warranties shall not apply to, and Hyland shall have no liability for any non-conformity to the extent it is caused by or related to: (a) incorrect data or incorrect procedures used or provided by Customer or a third party; (b) failure of Customer to perform and fulfill its obligations under this Agreement; (c) any component of the Product that has been modified or misused by Customer or a third party; (d) problems within or impacting Customer’s computing environment, including any Customer third-party software applications, hardware, network or internet connectivity; (e) Customer’s failure to install the most recent update made generally available to customers or any other update which resolves the issue; (f) a force majeure event; or (g) if the Product is used in combination with equipment or software that has not been provided by Hyland or that is inconsistent with the Documentation.
9.3 Warranty Remedy. Hyland’s sole obligation, and Customer’s sole and exclusive remedy, for any non-conformities for which Customer has provided written notification to Hyland promptly after discovery of the non-conformity shall be to either: (a) correct the non-conforming Product component which may include the delivery of a reasonable workaround for the non-conformity; or (b) if Hyland determines that correcting the non-conformity is not practicable, then terminate this Agreement with respect to the non-conforming Product component, in which event, upon compliance by Customer with its termination obligations under this Agreement, Hyland will provide a refund to Customer of the unused fees prepaid by Customer and attributable to the non-conforming Product component.
9.4 Disclaimers.
EXCEPT FOR THE WARRANTIES PROVIDED BY HYLAND AS EXPRESSLY SET FORTH IN THIS AGREEMENT, HYLAND AND ITS SUPPLIERS MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING ANY PRODUCT OR SERVICES PROVIDED UNDER THIS AGREEMENT. HYLAND AND ITS SUPPLIERS DISCLAIM AND EXCLUDE ANY AND ALL OTHER EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF GOOD TITLE, WARRANTIES AGAINST INFRINGEMENT, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES THAT MAY ARISE OR BE DEEMED TO ARISE FROM ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. HYLAND AND ITS SUPPLIERS DO NOT WARRANT THAT ANY PRODUCT OR SERVICES PROVIDED WILL SATISFY CUSTOMER'S REQUIREMENTS OR ARE WITHOUT DEFECT OR ERROR, OR THAT THE OPERATION OF ANY PRODUCT OR SERVICES PROVIDED UNDER THIS AGREEMENT WILL BE UNINTERRUPTED. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, HYLAND AND ITS SUPPLIERS DO NOT ASSUME ANY LIABILITY WHATSOEVER WITH RESPECT TO ANY THIRD-PARTY HARDWARE, FIRMWARE, SOFTWARE OR SERVICES.
HYLAND SPECIFICALLY ASSUMES NO RESPONSIBILITY FOR CUSTOMER'S SELECTION OF THE PRODUCT(S) OR SERVICES TO ACHIEVE ITS BUSINESS OBJECTIVES.
HYLAND MAKES NO WARRANTIES WITH RESPECT TO ANY PRODUCT OR SERVICES USED IN ANY NON-PRODUCTION ENVIRONMENT AND PROVIDES ANY SUCH PRODUCT AND SERVICES “AS IS.”
No oral or written information given by Hyland, its agents, or employees shall create any additional warranty. No modification or addition to the limited warranties set forth in this Agreement is authorized unless it is set forth in writing, references this Agreement, and is signed on behalf of Hyland by a corporate officer.
10. TRIAL SERVICES. If Customer registers or accepts an invitation for Trial Services, including through Hyland’s websites, or enters into an Order Form for the same, Hyland will make such Trial Services available to Customer on a trial basis, until the earlier of (a) the end of the trial period for which Customer registered to use the applicable Trial Services, or (b) the end date specified in the applicable Order Form. Hyland may, in its sole discretion, extend or discontinue the availability of Trial Services at any time. Trial Services may contain bugs, errors, or features that Hyland may never release generally. Trial Services features and performance are Hyland’s Confidential Information. Trial Services may be subject to additional terms as provided by Hyland at the time Customer registers or accepts the invitation for Trial Services. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT: (y) HYLAND DISCLAIMS LIABILITY FOR THE TRIAL SERVICES; AND (z) TRIAL SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY EXPRESS, STATUTORY, OR IMPLIED WARRANTY AND ARE NOT SUBJECT TO ANY, INDEMNITY, SERVICE LEVEL AGREEMENT, SUCCESS PATH SERVICES, OR OTHER OBLIGATIONS EXCEPT AS STATED IN THIS SECTION.
11. INFRINGEMENT INDEMNITY.
11.1 Indemnification by Hyland. Hyland will (a) defend Customer from and against any third-party claim to the extent alleging that the Product(s) or Success Path Services, when used by Customer as authorized by this Agreement, infringes any intellectual property right of a third party (“Infringement Claim”), and (b) indemnify and hold harmless Customer against any damages, fines or costs finally awarded by a court of competent jurisdiction (including reasonable attorneys’ fees) or agreed settlement by Hyland resulting from an Infringement Claim, provided that Hyland: (i) is notified promptly after Customer receives notice of such claim; (ii) is solely in charge of the defense of and any settlement negotiations with respect to such claim, provided that Hyland will not settle any such claim without the prior written consent of Customer if such settlement contains a stipulation to or admission or acknowledgement of any liability or wrongdoing on the part of Customer or otherwise requires payment by Customer; (iii) receives Customer’s reasonable cooperation in the defense or settlement of such claim; and (iv) has the right, upon either the occurrence of or the likelihood (in the opinion of Hyland) of the occurrence of a finding of infringement or misappropriation, either to procure for Customer the right to continue use of the Product(s), or to replace the relevant portions of the Product(s) with other equivalent, non-infringing Product components or Success Path Services.
11.2 Remedy. If Hyland is unable to accomplish either of the options set forth in subparagraph (iv) of the immediately preceding Section, Hyland shall, terminate this Agreement with respect to the Product or Success Path Services at issue upon thirty (30) days advance written notice to Customer and refund to Customer the pre-paid, unused fees for the terminated portion of the applicable Product Subscription
11.3 Exclusions. Notwithstanding anything to the contrary, Hyland shall have no obligation to defend, indemnify or hold Customer harmless against any Infringement Claim to the extent it arises from: (a) any Customer Data; (b) use of the Product(s) or Success Path Services by Customer other than as expressly permitted by this Agreement; (c) the combination of the Product(s) or Success Path Services or any component thereof with any product or service not furnished by Hyland to Customer; (d) the modification of or addition of any component of the Product(s) or Success Path Services made by any resource other than by Hyland or any third party specifically retained by Hyland (including Hyland‘s authorized channel partners) to provide such modification or addition; or (e) the Customer’s business methods or processes.
THIS SECTION STATES HYLAND’S ENTIRE LIABILITY AND THE SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY OR PROPRIETARY PROPERTY BY THE PRODUCT(S) OR SUCCESS PATH SERVICES OR ANY COMPONENT THEREOF.
12. LIMITATION OF LIABILITY.
12.1 EXCEPT WITH RESPECT TO: (a) HYLAND’S INDEMNIFICATION OBLIGATIONS FOR INTELLECTUAL PROPERTY INFRINGEMENT; (b) CUSTOMER’S PAYMENT OBLIGATIONS; (c) ANY CLAIMS, LOSSES OR DAMAGES ARISING OUT OF CUSTOMER’S OR ITS USERS’ PROHIBITED ACTS, OR EITHER PARTY’S WILFUL MISCONDUCT OR FRAUD; OR (d) THE EXTENT THESE LIMITATIONS ARE PROHIBITED BY LAW, IN NO EVENT SHALL EITHER PARTY’S (INCLUDING ITS AFFILIATES’ AND SUPPLIERS’) TOTAL, AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PRODUCT(S) OR SERVICES PROVIDED UNDER IT, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS ACTUALLY PAID OR DUE TO HYLAND BY CUSTOMER (LESS ANY REFUNDS OR CREDITS) FOR THE USE OF THE PRODUCT(S) OR SERVICES THAT GAVE RISE TO THE LIABILITY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY (THE “GENERAL CAP”); PROVIDED THAT FOR LIABILITY ARISING OUT OF OR RELATED TO A BREACH OF EITHER PARTY’S CONFIDENTIALITY, SECURITY, OR PRIVACY OBLIGATIONS UNDER THIS AGREEMENT OR ANY RELATED AGREEMENT (INCLUDING A DATA PROCESSING AGREEMENT OR BUSINESS ASSOCIATE AGREEMENT), THE BREACHING PARTY’S LIABILITY WILL BE INCREASED TO TWO (2) TIMES THE GENERAL CAP (THE “SUPERCAP”).
12.2 EXCEPT WITH RESPECT TO: (i) CLAIMS, LOSSES OR DAMAGES ARISING OUT OF EITHER PARTY’S WILFUL MISCONDUCT OR FRAUD; (ii) AMOUNTS PAYABLE TO THIRD PARTIES UNDER EITHER PARTY’S INDEMNIFICATION OBLIGATIONS; OR (iii) THE EXTENT SUCH LIMITATIONS ARE PROHIBITED BY LAW, NEITHER PARTY NOR ANY OF ITS AFFILIATES (AND IN THE CASE OF HYLAND, ITS SUPPLIERS) SHALL BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, GOODWILL, SAVINGS OR PROFITS (EXCLUDING FEES DUE UNDER THIS AGREEMENT), LOSS OR CORRUPTION OF DATA OR PROGRAMS, COSTS OF REPLACEMENT OR THE REMEDY OF COVER, OR BUSINESS INTERRUPTION DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, EXPENSES OR COSTS.
12.3 Subject to the Supercap, if unauthorized disclosure of or access to Customer’s personal data is caused by Hyland’s breach of its confidentiality, security, or privacy obligations, Hyland shall pay the reasonable and documented costs incurred by Customer in connection with the following items: (x) providing notification to applicable government and relevant industry self-regulatory agencies, to the media and to individuals whose personal data may have been accessed or acquired, where required by law; and (y) providing credit monitoring service (where such service addresses the harm caused by the unauthorized access or disclosure) to individuals who elect to receive such credit monitoring service and whose personal data may have been accessed or acquired, for a period of one (1) year after the date on which such individuals were notified of the unauthorized access or acquisition.
12.4 IF CUSTOMER USES THE PRODUCT(S) OR SERVICES (AS THE CASE MAY BE) IN A CLINICAL SETTING, CUSTOMER ACKNOWLEDGES THAT THE PRODUCT(S) AND SERVICES DO NOT OFFER MEDICAL INTERPRETATIONS OF DATA, DIAGNOSE PATIENTS, OR RECOMMEND THERAPY OR TREATMENT; THE PRODUCT(S) AND SERVICES ARE AN INFORMATION RESOURCE AND NOT A SUBSTITUTE FOR THE SKILL, JUDGMENT AND KNOWLEDGE OF CUSTOMER’S USERS OF THE PRODUCT(S) OR SERVICES IN THE PROVISION OF HEALTHCARE SERVICES. IN ADDITION TO THE LIMITATIONS OF LIABILITY PROVIDED HEREIN, HYLAND SHALL NOT HAVE ANY LIABILITY FOR ANY ASPECT OF HEALTHCARE SERVICES PROVIDED BY CUSTOMER IN CONJUNCTION WITH ITS USE OF THE PRODUCT(S) OR SERVICES.
13. CERTAIN CUSTOMER OBLIGATIONS AND RESTRICTIONS. Customer shall:
(a) be responsible for the use and access of the Product, including, but not limited to, (i) setting-up log-in accounts (e.g., user names, passwords, tokens, etc.), (ii) immediately revoking accounts when a User no longer requires access, (iii) prohibiting the sharing of log-in credentials; and (iv) internal management and administration of the Product;
(b) have sole responsibility for the accuracy, quality, content and legality of all Customer Data;
(c) prohibit unauthorized access to, or use of the Product and shall notify Hyland promptly of any such unauthorized access or use of the Product of which it becomes aware;
(d) make use of available Product security features and controls to properly transmit, store, process and provide access to Customer Data;
(e) provide all reasonably necessary access, Customer contacts and other information and cooperation for Hyland to effectively provide the Product, Professional Services, and Success Path Services.
(f) not use or permit others to use any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Product without advance written approval from Hyland;
(g) not disclose to any third party any benchmark or performance tests of the Product;
(h) not use functionality included in Product to, directly or indirectly, develop or improve a similar or competing product or service other than as may be described in the Documentation; or
(i) be responsible for obtaining and maintaining all software, hardware (including without limitation network systems), telephonic or other communications circuits, and Internet Service Provider relationships that are necessary or appropriate for Customer to properly access and use the Products. Hyland shall have no responsibility or liability for any unavailability or failure of, or nonconformity or defect in, the Products that is caused by or related in any manner to any failure of Customer to obtain and maintain all such software, hardware, and equipment.
14. TERM AND TERMINATION.
14.1 Term of this Agreement and Product Subscription(s). This Agreement shall have a term commencing on the Effective Date and will continue until all Product Subscriptions have expired or been terminated. The term of a Product Subscription shall be the Initial Term, and unless otherwise provided in an Order Form, such term shall automatically renew for additional periods of the same length as the Initial Term, unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the then-current term. In the event Customer purchases add-on licenses or services to a Product Subscription via an Order Form or purchase order, the term of such add-on licenses or service shall run coterminous with the existing applicable Product Subscription, unless otherwise stated via an Order Form.
14.2 Termination by Either Party
14.2.1 Either party may terminate this Agreement effective immediately upon written notice to the other party, if the other party (a) terminates or suspends its business without a successor or becomes the subject of a petition in bankruptcy or other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, or (b) has committed a breach of a material provision of this Agreement and has failed to cure the breach within thirty (30) days after the receipt of written notice of the breach given by the non-breaching party. In the event Customer terminates under (b) above, Hyland shall refund Customer any prepaid fees for Product(s) or services that were to be provided after the effective date of termination.
14.2.2 If, in the reasonable opinion of Customer or Hyland, the compliance by either party with the terms of this Agreement will be in violation of any law or regulation implemented or modified after the Effective Date, Customer or Hyland, as the case may be, may terminate the applicable Product Subscription upon thirty (30) days written notice to the other party.
14.3 Certain Effects or Consequences of Termination; Survival of Certain Provisions.
14.3.1 Generally. Any termination of this Agreement will not discharge or otherwise affect any pre-termination obligations of either party existing under this Agreement at the time of termination, including a party's obligation to pay any fees and charges accrued or due for any period or event occurring on or prior to the effective date of termination or expiration of this Agreement and all liabilities which have accrued prior to the date of termination shall survive.
14.3.2 Survival of Certain Obligations. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement will survive and remain in effect until all obligations are satisfied. For clarity, this includes, without limitation, this Termination provision, all provisions under the General Provisions Section of this Agreement, the Limitation of Liability, and the Disclaimer of Warranties.
14.3.3 Additional Effects or Consequences of Termination. Upon expiration or termination of this Agreement, subject to the Standard Data Extraction Period or Hyland Assisted Data Extraction Period (as defined below), if applicable, any license to use the Product(s) will automatically terminate without other or further action on the part of any party; and Customer shall immediately: (a) discontinue any and all use of the Product(s), and Documentation; and (b) in the case of any Product and Documentation within Customer’s control, either: (i) return the Product and Documentation to Hyland, or (ii) with the prior permission of Hyland, destroy the Product and Documentation and certify in writing to Hyland that Customer has completed such destruction.
14.3.4 Return of Customer Data. For thirty (30) days after the effective date of termination or expiration of a Cloud Service Product Subscription (the “Standard Data Extraction Period”), Hyland will continue to make the Cloud Service available to Customer solely for the purpose of Customer exporting or downloading Customer Data that is in the Cloud Service as of the date of termination or expiration as described in the Decommission and Data Return Guide, available on https://community.Hyland.com (the “Decommission and Data Return Guide”). If Customer needs assistance with the extraction of such Customer Data (which request for assistance shall be made in writing to Hyland prior to the effective date of termination or expiration of the Cloud Service Product Subscription), or if Hyland determines that assistance is required, Hyland may provide such assistance subject to the execution of a mutually agreed upon Services Proposal or Order Form. If Hyland provides such assistance, Hyland will continue to make the Cloud Service available to Customer solely for the purpose of Customer exporting, downloading, or validating delivery of Customer Data as described in the Decommission and Data Return Guide (the “Hyland Assisted Data Extraction Period”). If Customer has not requested Hyland's assistance and needs longer than the Standard Data Extraction Period to export or download their data, Hyland may provide a transition period for these purposes, subject to the execution of a mutually agreed upon Order Form ("Transition Period"). At the end of the Standard Data Extraction Period, the Hyland Assisted Data Extraction Period or the Transition Period, to the extent applicable and whichever is latest, the Cloud Service will be decommissioned and the Customer Data will be deleted.
15. GENERAL PROVISIONS.
15.1 Affiliate Rights. Affiliates of Customer will have rights to use the Product purchased pursuant to an Order Form to the extent such Affiliate(s) are identified on such Order Form (an “Authorized Affiliate”). The Customer shall be responsible for any breaches of this Agreement by any such Authorized Affiliate as if such Authorized Affiliate was the Customer.
15.2 Governing Law; Jurisdiction. This Agreement and any claim, action, suit, proceeding or dispute arising out of this Agreement shall in all respects be governed by, and interpreted in accordance with, the substantive laws of the State of Ohio (and not the 1980 United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act, each as amended), without regard to the conflicts of laws provisions thereof. Venue and jurisdiction for any action, suit or proceeding arising out of this Agreement shall vest exclusively in the federal or state courts of general jurisdiction located in Cuyahoga County, Ohio.
15.3 Interpretation. The headings used in this Agreement are for reference and convenience purposes only and shall not in any way limit or affect the meaning or interpretation of any of the terms hereof. All defined terms in this Agreement shall be deemed to refer to the masculine, feminine, neuter, singular or plural, in each instance as the context or particular facts may require. Use of the terms “hereunder,” “herein,” “hereby” and similar terms refer to this Agreement.
15.4 Waiver. No waiver of any right or remedy on one occasion by either party shall be deemed a waiver of such right or remedy on any other occasion.
15.5 Integration. This Agreement constitutes the entire agreement among the parties with respect to the subject matter of this Agreement, and includes the applicable Product Specific Terms, Schedules and other documents (including those made available via an online link) that are referenced herein or that reference this Agreement as governing such document. No provision of this Agreement will be deemed waived, amended or modified by any of the parties, unless such waiver, amendment or modification is made in writing and signed by authorized representatives of the parties to this Agreement. This Agreement supersedes all previous agreements between or among any of the parties relating to the subject matter hereof. If there is a conflict between the terms of this Agreement and the terms of any other document, the terms of this Agreement shall prevail; provided, however, that with respect to an Order Form, the Order Form shall control solely with respect to the subject matter of such Order Form. Customer acknowledges and agrees by entering into this Agreement that its purchases hereunder are not contingent on the availability of any future functionality, features, programs, or services. The parties specifically acknowledge and agree that any other terms varying from or adding to the terms of this Agreement, whether contained in any purchase order or other electronic, written or oral communications are rejected and shall be null and void and of no force or effect, unless expressly agreed to in writing by both parties.
15.6 Notices. Unless otherwise agreed to by the parties in a writing signed by both parties, all notices required under this Agreement shall be deemed effective when made in writing and sent to each party, by either: (a) reputable overnight courier, specifying next day delivery to the address specified in this Agreement or last known business address of such party; or (b) email to the address specified in this Agreement or such other email address provided by such party for such purpose, without receipt of a notice of failed delivery.
In cases where the Hyland contracting party is not Hyland Software, Inc., all notices shall also be sent with copy to:
Hyland Software, Inc.
28105 Clemens Road
Westlake, OH 44145
Attn: General Counsel
15.7 Binding Effect; No Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. Except as otherwise set forth in this Agreement, neither party may assign, transfer or sublicense all or part of this Agreement or its rights or obligations under this Agreement, in whole or in part, to any other person or entity without the prior written consent of the other party; provided that such consent shall not be unreasonably withheld in the case of any assignment or transfer by a party of this Agreement in its entirety to the surviving entity of any merger or consolidation or to any purchaser of substantially all of such party’s assets that assumes in writing all of such party’s obligations and duties under this Agreement. Notwithstanding anything to the contrary, the parties agree that Hyland may assign all or part of its obligations and duties under this Agreement to any Hyland affiliate without the consent of the other party. Any assignment made without compliance with the section shall be null and void and of no force or effect.
15.8 Severability. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
15.9 Audit. During the term of this Agreement and for one (1) year thereafter, Hyland shall be permitted to audit Customer’s use of the Product(s) and Success Path Services solely in order to determine Customer’s compliance with the terms of this Agreement, including, where applicable, to measure Customer’s volume usage. Where necessary to conduct such audit, upon reasonable notice to Customer, Hyland shall be permitted access to Customer’s systems, facilities and records, during regular business hours. Additionally, if requested by Hyland in connection with Product(s) licensed on a volume basis, Customer shall provide reports that show Customer’s volume usage. Customer shall reasonably cooperate with Hyland with respect to its performance of such audit.
15.10 Subcontracting. Hyland may subcontract all or any part of the services to any third party, provided that Hyland shall remain responsible to Customer for the provision of any subcontracted services.
15.11 Independent Contractor. The parties hereto are independent contractors under this Agreement and nothing in this Agreement authorizes a party to act as a legal representative or agent of the other party for any purpose or to commit the other party to any obligations with a third party, including, but not limited to, any obligations related to such other party’s employees. It is expressly understood that this Agreement does not establish a franchise relationship, partnership, principal-agent relationship or joint venture.
15.12 Export. Product(s) and Documentation provided under this Agreement are subject to all applicable laws, regulations, and other limitations on the export or re-export of commodities, technical data and software. Customer hereto agrees to comply fully with all relevant export control laws, regulations, and limitations to assure that the Product(s) or Documentation is not exported, re-exported, used, transferred, accessed, or disclosed in violation of any limitations imposed by the United States, Member States of the European Union, or any other relevant jurisdictions or authority. Customer must not (and must not allow anyone else to) export, re-export, use, transfer, access, or disclose the Product(s) or Documentation: (a) to (or to a national or resident of) any United States embargoed jurisdiction; (b) to anyone on any United States or applicable non-United States restricted or denied-party list; (c) to any party that Customer has reason to know it will be used in violation of United States export law or limitation, or for any restricted end use, such as any sensitive nuclear, chemical or biological weapons, or missile technology unless authorized by the United States Government by regulation or specific license. In addition, if the Customer is located in a European Union Member State, United Kingdom, Norway or Switzerland, the Product(s) or Documentation may also be subject to Council Regulation (EC) No 428/2009 and/or equivalent laws relating to dual-use items. As such, those items must not be transmitted outside of the European Union, United Kingdom, Norway or Switzerland without a license or authorization being issued by the export control authority of the relevant European Union Member State or the applicable authorities in Norway, Switzerland or the United Kingdom. The Customer shall not use any Product or Documentation provided under this Agreement to create technology or software that is controlled under any relevant export control laws and regulations.
15.13 Injunctive Relief. The parties to this Agreement recognize that a remedy at law for a breach of the provisions of this Agreement relating to Confidential Information and intellectual property rights may not be adequate for the aggrieved party's protection and, accordingly, the aggrieved party shall have the right to seek, in addition to any other relief and remedies available to it, specific performance and/or injunctive relief to enforce the provisions of this Agreement.
15.14 Force Majeure. No failure, delay or default in performance of any obligation of a party to this Agreement shall constitute a default or breach to the extent that such failure to perform, delay or default arises out of a cause, existing or future, beyond the control and without negligence or willful misconduct of the party otherwise chargeable with failure, delay or default. Either party desiring to rely upon the foregoing shall give to the other party prompt written notice when the cause arises and ends. If any performance date by a party is postponed pursuant to this Section for longer than ninety (90) calendar days, the other party may terminate this Agreement with thirty (30) days’ written notice to the other party.
15.15 Counterparts. This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.
15.16 Expenses. Except as otherwise specifically provided herein, each party shall bear and pay its own expenses incurred in connection with this Agreement and the transactions contemplated hereby.
15.17 Third Parties. Nothing herein, express or implied, confers, or is intended or shall be construed to confer, any rights or remedies on any person or entity other than the parties hereto, or permits enforcement under the Contracts (Rights of Third Parties) Act 99 or similar laws; provided, however, that third-party suppliers of software products bundled with the Software are third-party beneficiaries to this Agreement as it applies to their respective software products.
15.18 No High-Risk Use. The Product(s) are not fault-tolerant and are not guaranteed to be error free or to operate uninterrupted. The Product(s) are not designed or intended for use in any situation where failure or fault of any kind of the Product(s) could lead to death or serious bodily injury to any person, or to severe physical or environmental damage (“High Risk Use”). The Product(s) are not licensed by Hyland to use in, or in conjunction with, High Risk Use. High Risk Use is STRICTLY PROHIBITED. High Risk Use includes, for example, the following: aircraft or other modes of human mass transportation, nuclear or chemical facilities, life support systems, implantable medical equipment, motor vehicles, or weaponry systems. High Risk Use does not include utilization of the Product(s) for administrative purposes, as an information resource for medical professionals, to store configuration data, engineering and/or configuration tools, or other non-control applications, the failure of which would not result in death, personal injury, or severe physical or environmental damage. These non-controlling applications may communicate with the applications that perform the control, but must not be directly or indirectly responsible for the control function. Customer agrees to indemnify and hold harmless Hyland from any third-party claim arising out of Customer's or its Users' use of the Product(s) in connection with any High-Risk Use. Hyland will: (y) promptly notify Customer of any claim for which Hyland seeks indemnification; and (z) reasonably cooperate with Customer in defending and settling the claim.
15.19 U.S. Government End Users. To the extent applicable to Customer, the terms and conditions of this Agreement shall pertain to the U.S. Government’s use and/or disclosure of the Product(s), and shall supersede any conflicting contractual terms or conditions. By accepting the terms of this Agreement, or using or accepting the delivery of a Product, the U.S. Government hereby agrees that the Product(s), as applicable qualify as “commercial” computer software within the meaning of ALL U.S. federal acquisition regulation(s) applicable to this procurement and that the Product(s) are developed exclusively at private expense. If this license fails to meet the U.S. Government’s needs or is inconsistent in any respect with federal law, the U.S. Government agrees to return to Hyland or stop using the Product(s) as the case may be. In addition to the foregoing, where the Defense Federal Acquisition Regulation Supplement (DFARS) is applicable, use, modification, reproduction, release, display, or disclosure of the Product(s) or Documentation by the U.S. Government is subject solely to the terms of this Agreement, as stated in DFARS 227.7202, and the terms of this Agreement shall supersede any conflicting contractual terms or conditions.
15.20 Amended Terms and Conditions Based on Hyland Company. If Hyland is a Hyland company set forth below, the additional or alternative terms and conditions set forth on the applicable Jurisdiction Specific Terms Schedule shall apply:
| Hyland Company | Exhibit |
All – Governing Law; Jurisdiction Hyland Software Australia Pty Ltd. Hyland Software Brasil Ltda. Hyland Colombia S.A.S. Hyland France S.A.S. Hyland Software Germany GmbH Hyland Mexico S. de R.L. de C.V. Hyland Software, Inc., if Customer is located in Peru | Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H |
ANNEX A: DEFINITIONS
The defined terms below shall have the meaning ascribed to them below as used throughout this Agreement. Certain Product Specific Terms may also include additional defined terms that are relevant to such Product Specific Terms.
“Affiliate” means an entity that has control of, is under control by, or is under common control with the Customer or Hyland, as applicable, either directly or indirectly through one or more other entities that have control of, are under control by, or are under common control with the Customer or Hyland, respectively. The term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity through the ownership of at least fifty percent (50%) of voting securities.
”Analytical Data” means Anonymized and Aggregated Data and Usage and Metadata.
“Anonymized and Aggregated Data” means any data, insights, or other information generated or derived from Customer Data that has been anonymized and aggregated.
“AUP” means the Acceptable Use Policy available at https://legal.hyland.com/acceptable-use-policy-attachment.
“Cloud Service” means the hosted Software service provided by Hyland as described in the Documentation, including any improvements or enhancement thereto provided during a Product Subscription.
“Customer Data” means all electronic data or information submitted by Customer or its Users to a Cloud Service. Customer Data excludes Analytical Data and Customer feedback or suggestions.
“Documentation” means: the specifications, as published and periodically updated by Hyland, that describe the functionality and intended use of the Product.
“Effective Date” means: (a) with respect to this Agreement, the date this Agreement is signed by the last party that signs this Agreement; and (b) with respect to an Order Form, unless otherwise stated in the Order Form, the date such Order Form is signed by the last party that signs such Order Form.
“Incorporating Document” means the Agreement, Order Form or any other agreement or document entered into between Customer and Hyland, which incorporates the Master Agreement by reference.
“Initial Term” means the term length identified on the Order Form for Customer’s initial purchase of a Product Subscription.
“Non-Production Environments” means all copies of Product or Product environments used for non-production purposes as further described in the Product Specific Terms.
“Order Form” means a document signed by authorized representatives of each party describing the Product(s), Professional Services, Success Path Services purchased, associated fees, and other terms agreed to by the parties.
“Product” or “Product(s)” means the Software, Cloud Service and/or Pacsgear Equipment, as applicable.
“Product Specific Terms” means the rights, restrictions, and obligations for a particular Product located at https://legal.hyland.com/product-specific-terms (and any successor or related locations designated by Hyland), as may be updated by Hyland from time to time.
“Product Subscription” means a subscription to any Product, Success Path Services, or recurring Professional Service purchased or licensed by Customer and governed by this Agreement.
“Professional Services” means installation, consulting, implementation, customization, or integration services; project management; managed services; or other professional services provided under a Services Proposal or Order Form.
“Prohibited Act” or “Prohibited Acts” means: (a) any use or export of any Product(s), Work Products (as defined in the Professional Services Schedule) or Documentation not permitted by this Agreement; (b) a violation of the Prohibited Conduct provision of this Agreement; or (c) a violation of the AUP (if applicable).
“Recurring Fees” means recurring fees, such as subscription fees, SaaS fees, or any other services subscription fees for a Product Subscription.
“Software” means: (a) the generally available release of Hyland’s proprietary software products made available under this Agreement, including third-party software bundled by Hyland together with Hyland’s proprietary software products as a unified product; and (b) all updates to the software products described in clause (a), which are provided to Customer via Success Path Services. “Software” does not include any open-source versions of the software products described in clause (a).
“Success Path Manual” means the latest version of the manual describing the Success Path Services, as posted by Hyland from time to time on a website designated by Hyland, currently https://legal.hyland.com/#success-paths-manual.
“Success Path Services” means the services, as described in the Success Path Manual, applicable to the Success Path level purchased by Customer.
“Trial Services” means any Product, service or functionality that is made available by Hyland to Customer for testing and feedback purposes. This includes, but is not limited to, Product(s) and services designated as “alpha,” “beta,” “trial,” “non-GA,” “developer preview,” “evaluation,” or by a similar designation.
“Usage and Metadata” means: statistical data; insights; functional, performance and configuration data; and other information generated from the use of the Product (”Usage Data”) and data about Customer Data, such as data types, fields, configurations, or schemas (”Metadata”). Usage and Metadata does not include Personal Data.
“Users” means: (a) employees or contractors of Customer and its Authorized Affiliate(s) that are authorized to access and use the Product(s) and/or any other Hyland Product or service in accordance with the terms and conditions of this Agreement; and (b) any additional users to which Customer is authorized to provide access to such Product(s) and/or any other Hyland Product or service as expressly agreed in writing between the parties.
Exhibit A
Governing Law; Jurisdiction
Section 15.2 of the Agreement (Governing Law; Jurisdiction) shall be the term set forth on this Exhibit A based upon the applicable Hyland company listed below:
1. Hyland Software, Inc. If Hyland is Hyland Software, Inc., the following term shall apply: “The Agreement and any claim, action, suit, proceeding or dispute arising out of the Agreement shall in all respects be governed by, and interpreted in accordance with, the substantive laws of the State of Ohio U.S.A. (and not by the 1980 United Nations Convention on Contracts for the International Sale of Goods, as amended), without regard to the conflicts of laws provisions thereof. Venue and jurisdiction for any action, suit or proceeding arising out of the Agreement shall vest exclusively in the federal or state courts of general jurisdiction located in Cuyahoga County, Ohio U.S.A.”
provided, that if Hyland Software, Inc. is Hyland and is providing services within the following countries, the terms identified below shall apply:
(a) Peru. “The Agreement and any claim, action, suit, proceeding or dispute arising out of the Agreement shall in all respects be governed by, and interpreted in accordance with, the substantive Laws of the Republic of Peru, (and not by the 1980 United Nations Convention on Contracts for the International Sale of Goods, as amended), without regard to the conflicts of laws provisions thereof. In the event of any controversy in connection with the Agreement, including its interpretation, validity and existence, such controversy shall be resolved by arbitration of law, under the rules of the Arbitration Court of the Lima Chamber of Commerce. The arbitration panel shall be conformed by three arbitrators designated in accordance to such rules. Each party may designate one arbitrator, and the two arbitrators son designated shall designate a third arbitrator who will act as the president of the panel.”
(b) Singapore. “The Agreement and any claim, action, suit, proceeding or dispute arising out of the Agreement shall in all respects be governed by, and interpreted in accordance with, the substantive laws of the Republic of Singapore (and not the 1980 United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act, each as amended), without regard to the conflicts of laws provisions thereof. Venue and jurisdiction for any action, suit or proceeding arising out of the Agreement shall vest exclusively in the courts of Singapore.”
2. Hyland Australia Pty Ltd. If Hyland is Hyland Australia Pty Ltd., the following term shall apply: “The Agreement and any claim, action, suit, proceeding or dispute arising out of the Agreement shall be governed by and construed in accordance with the laws of Victoria, Australia, without regard to: (a) conflict of law provisions, to the extent such principles or rules would require the application of the laws of any jurisdiction other than the laws of Victoria, Australia; and (b) the United Nations Convention on Contracts for the International Sale of Goods (CISG), which the parties intend to expressly exclude from the Agreement. Venue and jurisdiction for any action, suit or proceeding arising out of the Agreement shall vest exclusively in the courts of Victoria, Australia.”
3. Hyland Software Brasil Ltda. If Hyland is Hyland Software Brasil Ltda., the following term shall apply: “The Agreement and any claim, action, suit, proceeding or dispute arising out of the Agreement shall in all respects be governed by, and interpreted in accordance with, the substantive Laws of the Federative Republic of Brazil (and not by the 1980 United Nations Convention on Contracts for the International Sale of Goods, as amended), without regard to the conflicts of laws provisions thereof. Venue and jurisdiction for any action, suit or proceeding arising out of the Agreement shall vest exclusively in the central courts of the City of São Paulo.”
4. Hyland Software Canada ULC. If Hyland is Hyland Software Canada ULC, the following term shall apply: “The Agreement, and all claims or causes of action (whether in contract, tort, equity or statute) that may be based upon, arise out of or relate to the Agreement, or the negotiation, execution or performance of the Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with the Agreement or as an inducement to enter into the Agreement), shall be governed by and construed in accordance with the laws of the Province of Ontario and Canada, without regard to (a) the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the Province of Ontario and Canada, and (b) the United Nations Convention on Contracts for the International Sale of Goods (CISG), which is explicitly excluded. All disputes arising out of or in connection with the Agreement, including injunctive or other preliminary or interlocutory measures, will be resolved by the Courts of the Province of Ontario, to the exclusion of the jurisdiction of any other courts. The parties agree to submit to the sole jurisdiction of the Courts of the Province of Ontario and will not raise any objection to the forum nor the jurisdiction of the Courts of the Province of Ontario.”
5. Hyland Colombia S.A.S. If Hyland is Hyland Colombia S.A.S., the following term shall apply: “The Agreement and any claim, action, suit, proceeding or dispute arising out of the Agreement shall in all respects be governed by, and interpreted in accordance with, the substantive laws of the Republic of Colombia (and not by the 1980 United Nations Convention on Contracts for the International Sale of Goods, as amended), without regard to the conflicts of laws provisions thereof. In the event of any controversy, claim, action, suit, proceeding or dispute, in connection with the Agreement, including its interpretation, validity and existence, such controversy shall be resolved by arbitration of law, under the rules of the Arbitration Rules of the International Chamber of Commerce. The arbitration panel shall be conformed by arbitrators designated in accordance with such rules. The seat of the arbitral tribunal will be the city of Bogotá D.C. in Colombia, and will decide applying Colombian legislation.”
6. Hyland France S.A.S. If Hyland is Hyland France S.A.S., the following term shall apply: “The Agreement and any claim, action, suit, proceeding or dispute arising out of the Agreement shall in all respects be governed by, and interpreted in accordance with, the substantive laws of France and not by the 1980 United Nations Convention on Contracts for the International Sale of Goods, as amended), without regard to the conflicts of laws provisions thereof. Venue and jurisdiction for any action, suit or proceeding arising out of the Agreement shall vest exclusively in the commercial Courts of Paris (“Tribunal de Commerce”).”
7. Hyland Japan G.K. If Hyland is Hyland Japan G.K., the following term shall apply: “The Agreement and any claim, action, suit, proceeding or dispute arising out of the Agreement shall in all respects be governed by, and interpreted in accordance with, the substantive laws of Japan (and not the 1980 United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act, each as amended), without regard to the conflicts of laws provisions thereof. Venue and jurisdiction for any action, suit or proceeding arising out of the Agreement shall vest exclusively in the commercial Courts of Japan.”
8. Hyland Software Germany GmbH. If Hyland is Hyland Software Germany GmbH, the following term shall apply: “The Agreement and any claim, action, suit, proceeding or dispute arising out of the Agreement shall in all respects be governed by, and interpreted in accordance with, the substantive laws of the Laws of the Federal Republic of Germany (and not by the 1980 United Nations Convention on Contracts for the International Sale of Goods, as amended), without regard to the conflicts of laws provisions thereof. Venue and jurisdiction for any action, suit or proceeding arising out of the Agreement shall vest exclusively in the courts of Berlin, Germany.”
9. Hyland Italy S.R.L. If Hyland is Hyland Italy S.R.L., the following term shall apply: “The Agreement and any claim, action, suit, proceeding or dispute arising out of the Agreement shall in all respects be governed by, and interpreted in accordance with, the substantive Laws of Italy (and not by the 1980 United Nations Convention on Contracts for the International Sale of Goods, as amended), without regard to the conflicts of laws provisions thereof. Venue and jurisdiction for any action, suit or proceeding arising out of the Agreement shall vest exclusively in the courts of Milan, Italy.”
10. Hyland Software Malta Ltd. If Hyland is Hyland Software Malta Ltd., the following term shall apply: “This Agreement and any claim, action, suit, proceeding or dispute arising out of this Agreement shall in all respects be governed by, and interpreted in accordance with, the substantive Laws of Malta (and not by the 1980 United Nations Convention on Contracts for the International Sale of Goods, as amended), without regard to the conflicts of laws provisions thereof. All disputes arising out of or in connection with this agreement will be subject to the jurisdiction of the Maltese Courts, to the exclusion of the jurisdiction of any other courts.”
11. Hyland Software Mexico S. de R.L. de C.V. If Hyland is Hyland Software Mexico S. de R.L. de C.V., the following term shall apply: “The Agreement and any claim, action, suit, proceeding or dispute arising out of the Agreement shall in all respects be governed by, and interpreted in accordance with, the substantive Laws of Mexico (and not by the 1980 United Nations Convention on Contracts for the International Sale of Goods, as amended), without regard to the conflicts of laws provisions thereof. All disputes arising out of or in connection with the Agreement will be resolved by the competent courts sitting in Mexico City.”
12. Hyland Netherlands B.V. If Hyland is Hyland Netherlands B.V., the following term shall apply: “The Agreement and any claim, action, suit, proceeding or dispute arising out of the Agreement shall in all respects be governed by, and interpreted in accordance with, the substantive Laws of the Netherlands (and not by the 1980 United Nations Convention on Contracts for the International Sale of Goods, as amended), without regard to the conflicts of laws provisions thereof. Venue and jurisdiction for any action, suit or proceeding arising out of the Agreement shall vest exclusively in the competent courts of Amsterdam.”
13. Hyland New Zealand Limited. If Hyland is Hyland New Zealand Limited, the following term shall apply: “The Agreement and any claim, action, suit, proceeding or dispute arising out of the Agreement shall be governed by and construed in accordance with the laws of New Zealand, without regard to (a) the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of New Zealand, and (b) the United Nations Convention on Contracts for the International Sale of Goods (CISG), which is explicitly excluded. The Parties submit to the exclusive jurisdiction of the New Zealand courts in respect of all matters relating to the Agreement.”
14. Hyland Poland Sp. z.o.o. If Hyland is Hyland Poland Sp. z.o.o., the following term shall apply: “The Agreement and any claim, action, suit, proceeding or dispute arising out of the Agreement shall in all respects be governed by, and interpreted in accordance with, the substantive Laws of Poland (and not by the 1980 United Nations Convention on Contracts for the International Sale of Goods, as amended), without regard to the conflicts of laws provisions thereof. Venue and jurisdiction for any action, suit or proceeding arising out of the Agreement shall vest exclusively in the common court having jurisdiction at the registered seat of Hyland.”
15. Hyland Portugal, LDA. If Hyland is Hyland Portugal, LDA, the following term shall apply: “The Agreement and any claim, action, suit, proceeding or dispute arising out of the Agreement shall in all respects be governed by, and interpreted in accordance with, the substantive Laws of Portugal (and not by the 1980 United Nations Convention on Contracts for the International Sale of Goods, as amended), without regard to the conflicts of laws provisions thereof. All disputes arising out of or in connection with the Agreement will be subject to the jurisdiction of the judicial courts of Lisbon, Portugal, to the exclusion of the jurisdiction of any other courts.”
16. Hyland Spain S.L.U. If Hyland is Hyland Spain S.L.U., the following term shall apply: “The Agreement and any claim, action, suit, proceeding or dispute arising out of the Agreement shall in all respects be governed by, and interpreted in accordance with, the substantive Laws of Spain (and not by the 1980 United Nations Convention on Contracts for the International Sale of Goods, as amended), without regard to the conflicts of laws provisions thereof. Venue and jurisdiction for any action, suit or proceeding arising out of the Agreement shall vest exclusively in the courts of Madrid, Spain.”
17. Hyland Switzerland SARL. If Hyland is Hyland Switzerland SARL, the following term shall apply: “The Agreement and any claim, action, suit, proceeding or dispute arising out of the Agreement shall in all respects be governed by, and interpreted in accordance with, the substantive Laws of Switzerland (and not by the 1980 United Nations Convention on Contracts for the International Sale of Goods, as amended), without regard to the conflicts of laws provisions thereof. The parties hereby submit to the exclusive jurisdiction and venue of the courts at the registered seat of Hyland.”
18. Hyland UK Operations Limited. If Hyland is Hyland UK Operations Limited, the following term shall apply: “The Agreement and any claim, action, suit, proceeding or dispute arising out of the Agreement shall in all respects be governed by, and interpreted in accordance with, the substantive Laws of England and Wales (and not by the 1980 United Nations Convention on Contracts for the International Sale of Goods, as amended), without regard to the conflicts of laws provisions thereof. Venue and jurisdiction for any action, suit or proceeding arising out of the Agreement shall vest exclusively in the courts of general jurisdiction located in London, England.”
19. Hyland Trading LLC. If Hyland is Hyland Trading LLC, the following term shall apply: “The Agreement and any claim, action, suit, proceeding or dispute arising out of the Agreement shall in all respects be governed by, and interpreted in accordance with, the substantive Laws of England and Wales (and not by the 1980 United Nations Convention on Contracts for the International Sale of Goods, as amended), without regard to the conflicts of laws provisions thereof. Venue and jurisdiction for any action, suit or proceeding arising out of the Agreement shall vest exclusively in the courts of general jurisdiction located in London, England.”
Exhibit B
Hyland Software Australia Pty Ltd. Additional Terms Exhibit
If Hyland is Hyland Software Australia Pty Ltd., the following Australian Consumer Law provision shall be added to Section 15 (General Provisions) of the Agreement:
“Australian Consumer Law. The following language applies only if the purchase of the goods (the Software licenses) by Customer falls under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010):
(a) The warranties provided by Hyland in the Agreement are in addition to other rights and remedies of Customer under the Australian Consumer Law and nothing in the Agreement is intended to limit these rights and remedies which cannot be excluded under the Australian Consumer Law. The goods come with guarantees that cannot be excluded under the Australian Consumer Law. Customer is entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. Customer is also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and failure does not amount to a major failure.
(b) If Customer believes that it has an alleged non-conformance of warranty claim, such claim needs to be made within the applicable sixty (60) day warranty period and should be made to the warranty provider, Hyland, as follows: (1) in writing to Hyland at the following address: Attn: Legal Department, Hyland Australia Pty Ltd., 28105 Clemens Road, Westlake, Ohio 44145 (USA); or (2) in writing via email to Hyland at australianconsumerlaw@hyland.com.
(c) Customer will bear the expense of making a warranty claim under this Section.
(d) If the purchase of the goods by Customer does not fall under the Australian Consumer Law, this Section shall not apply and the warranty and disclaimer otherwise stated in the Agreement shall control.”
Exhibit C
Hyland Software Brasil Ltda Additional Terms Exhibit
If Hyland is Hyland Software Brasil Ltda, this Exhibit C shall apply:
1. The following provision shall be added to Section 14.2 (Termination By Either Party) of the Agreement:
“The termination of the Agreement by the innocent party shall in no event entitle the infringing and/or insolvent party to claim any compensation and/or an indemnity whatsoever and the parties expressly hereby agree and declare that the term is reasonable, sufficient and suitable to the nature of the business and/or activity to be performed by the parties hereunder.”
2. The last sentence of Section 4.3 of the Agreement shall be deleted and replaced with the following:
“Hyland will adjust the Recurring Fees annually on each anniversary of the Effective Date by the last known accumulated value of IPCA at the time Hyland issues the invoice for Recurring Fees. For all purposes, “IPCA” means the Índice de Preços para o Consumidor Amplo, as measured by IBGE, or any index created to replace this index.”
3. Section 4.5 (Taxes and Governmental Charges) of the Agreement shall apply unless otherwise agreed in writing in a commercial proposal.
4. The following provision shall be added to Section 7.1 (Ownership) of the Agreement:
“Customer agrees that Articles 4 and 5 of the Brazilian Software Law (Law No. 9,609/98) DO NOT apply to the Agreement.”
Exhibit D
Hyland Colombia S.A.S. Additional Terms Exhibit
If Hyland is Hyland Colombia S.A.S., this Exhibit D shall apply:
1. The following shall be added to Section 15.5 (Integration) of the Agreement:
“This Agreement shall not be supplemented or modified by any Course of Performance, Course of Dealing or Trade Usage. As used herein, "Course of Performance" means a sequence of conduct between the parties under the Agreement that exists if (a) it involves repeated occasions for performance by a party and (b) the other party, with knowledge of the nature of the performance and having the opportunity for objection to it, accepts the performance or acquiesces in it without objection; "Course of Dealing" means a sequence of conduct between the parties that concerns previous transactions between them that may be regarded as establishing a common basis of understanding for interpreting their expressions and other conduct; and “Trade Usage” means a trade practice that is so usual or customary that an expectation of it being followed in a particular commercial transaction is justified.”
Exhibit E
Hyland France S.A.S. Additional Terms Exhibit
If Hyland is Hyland France S.A.S., this Exhibit E shall apply:
1. The following Allocation of Risk provision shall be added to the end of Section 12 (Limitation of Liability) of the Agreement:
“The parties acknowledge that these limitations and exclusions of Hyland's liability reflect the allocation of risks under the Agreement and the economic balance required by the parties, that the Agreement would not have been entered into without these limitations and exclusions, and that these limitations and exclusions shall remain in effect, even in the event of expiration or termination of the Agreement.”
2. The following provision shall be added to the end of Section 15 (General Provisions) of the Agreement:
"Waiver of Hardship Remedy. The parties acknowledge to measure and accept the risks associated with the performance of this Agreement. Furthermore, the parties hereby expressly waive the application of Article 1195 of the French Civil Code.”
Exhibit F
Hyland Software Germany GmbH Additional Terms Exhibit
If Hyland is Hyland Software Germany GmbH, this Exhibit F shall apply:
1. Section 4.3 (Payment of Fees) shall be replaced in its entirety as follows:
“Customer shall pay all fees for the Product Subscriptions in such amounts as invoiced by Hyland, including any applicable additional fees if Customer exceeds the allotted capacity or other applicable limits specified in the Order Form or Product Specific Terms. Unless otherwise specified in an Order Form: (a) Recurring Fees will be invoiced annually in advance; and (b) fees incurred for overages (including storage) or on a consumption basis will be calculated and invoiced monthly in arrears. After the Initial Term, Hyland may increase Recurring Fees annually by up to ten percent (10%) of the previous year’s Recurring Fees. “
2. Section 7.2 (Prohibited Conduct) of the Agreement shall be replaced in its entirety as follows:
“Customer agrees not to: (a) remove copyright, trademark or other proprietary rights notices that appear on or during the use of the Product(s) or Documentation; (b) sell, transfer, rent, lease or sub-license the Product(s) or Documentation to any third party, or use the Product(s) or Documentation for processing of third-party data as a service bureau, application service provider or otherwise for the business operations of any third party; (c) modify the Product(s) or Documentation, or prepare derivative works therefrom; or (d) decipher, reverse engineer, disassemble, decompile or otherwise attempt to derive or gain improper access to source code or from any components, models, algorithms or systems of or used to provide the Product(s) or Documentation, in whole or in part, or engage in any of the adversarial attacks set forth in the NIST AI 100-2 E2025 publication available at Adversarial Machine Learning: A Taxonomy and Terminology of Attacks and Mitigations, unless expressively permitted by statutory law for reasons indispensable to obtain the information necessary to achieve the interoperability of an independently created computer program with other programs (see 69e of the German Copyright Act) or decompiling or reproducing the Product according to the provisions of sec. 69d of the German Copyright Act.”.”
3. The following shall be added to Section 9.3 (Warranty Remedy) of the Agreement:
“The Customer's statutory claims for damages arising from a breach of the above warranties shall remain unaffected, subject to the express provisions of this Agreement. There shall be no warranty for minor impairments of the suitability. There shall be no strict liability under Section 536a (1) of the German Civil Code (BGB) for defects that already existed at the time the Agreement was concluded.”
4. Second paragraph of Section 11.3 (Exclusions) is deleted.
5. Section 12 (Limitation of Liability) of the Agreement shall be replaced in its entirety as follows:
“HYLAND’S LIABILITY IS UNLIMITED IN CASE OF INTENT AND GROSS NEGLIGENCE. HYLAND IS LIABLE FOR SLIGHT NEGLIGENCE ONLY: (A) FOR DAMAGES RESULTING FROM INJURY TO LIFE, BODY OR HEALTH (B) FOR DAMAGES ARISING FROM THE BREACH OF A MATERIAL CONTRACTUAL OBLIGATION (I.E. AN OBLIGATION, THAT IS ABSOLUTELY NECESSARY FOR THE FULFILLMENT OF THE AGREEMENT ON THE FULFILLMENT OF SUCH OBLIGATION THE CUSTOMER CAN REASONABLY RELY ON); IN CASE OF A BREACH OF A MATERIAL CONTRACTUAL OBLIGATION HYLAND'S LIABILITY IS LIMITED TO THE REPLACEMENT OF THE FORESEEABLE, TYPICALLY OCCURRING DAMAGE.
THE ABOVE LIMITATIONS OF LIABILITY SHALL NOT APPLY IF HYLAND FRAUDULENTLY CONCEALS A DEFECT OR IF HYLAND HAS ACCEPTED A GUARANTEE FOR THE QUALITY OF THE PRODUCT OR SERVICES. THE SAME APPLIES TO CLAIMS UNDER THE GERMAN PRODUCT LIABILITY ACT.
FURTHER LIABILITY OF HYLAND IS EXCLUDED.
IF CUSTOMER USES THE PRODUCT(S) OR SERVICES (AS THE CASE MAY BE) IN A CLINICAL SETTING, CUSTOMER ACKNOWLEDGES THAT THE PRODUCT(S) AND SERVICES DO NOT OFFER MEDICAL INTERPRETATIONS OF DATA, DIAGNOSE PATIENTS, OR RECOMMEND THERAPY OR TREATMENT; THE PRODUCT(S) AND SERVICES ARE AN INFORMATION RESOURCE AND NOT A SUBSTITUTE FOR THE SKILL, JUDGMENT AND KNOWLEDGE OF CUSTOMER’S USERS OF THE PRODUCT(S) OR SERVICES IN THE PROVISION OF HEALTHCARE SERVICES. IN ADDITION TO THE LIMITATIONS OF LIABILITY PROVIDED HEREIN, HYLAND SHALL NOT HAVE ANY LIABILITY FOR ANY ASPECT OF HEALTHCARE SERVICES PROVIDED BY CUSTOMER IN CONJUNCTION WITH ITS USE OF THE PRODUCT(S) OR SERVICES.”
6. Section 14.1 (Term of this Agreement and Product Subscription(s)) of the Agreement shall be replaced in its entirety as follows:
“This Agreement shall have a term commencing on the Effective Date, and will continue until all Product Subscriptions have expired or been terminated. The term of a Product Subscription shall be the Initial Term, and such term shall automatically renew for additional periods of one (1) year, unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the then-current term. In the event Customer purchases add-on licenses or services to a Product Subscription via an Order Form or purchase order, the term of such add-on licenses or service shall run coterminous with the existing applicable Product Subscription, unless otherwise stated via an Order Form.”
7. Section 14.2.1 (Termination By Either Party) of the Agreement shall be replaced in its entirety as follows:
“Either party may terminate the Agreement effective immediately upon written notice to the other party, if the other party has committed a breach of a material provision of the Agreement and has failed to cure the breach within thirty (30) days after the receipt of written notice of the breach given by the non-breaching party. In the event of Customer termination, Hyland shall refund Customer any prepaid fees for Products, Success Path Services, or Professional Services that were to be provided after the effective date of termination.”
8. The following sentence shall be added to Section 15.7 (Binding Effect; No Assignment) of the Agreement:
“Any assignment of monetary claims following sec. 354a German Commercial Code shall remain unaffected.”
9. Section 15.8 (Severability) of the Agreement shall be replaced in its entirety as follows:
“If any provision of this Agreement is held to be invalid or unenforceable for any reason, such invalidity or unenforceability will attach only to such provision and will not affect or render invalid or unenforceable any other provision of the Agreement. The parties will agree on the replacement of the invalid contractual provision by an appropriate provision which comes as close as possible to what the parties to the Agreement would have wanted, had they considered the point.”
10. Section 15.9 (Audit) is supplemented with the following:
“During the audit, Hyland may not obtain any information if such information (i) would result in a breach of the Customer's confidentiality agreement with third parties; or (ii) would violate rights or protections relating to personal data.”
11. The last sentence of Section 15.18 (No High Risk Use) of the Agreement shall be replaced with the following:
“Customer agrees to indemnify and hold Hyland harmless from and against any and all third-party claims arising out of or in connection with the Customer's culpable breach of this section in connection with any High-Risk Use. This indemnification obligation is subject to the statutory limitation periods. Hyland will: (y) promptly notify Customer of any claim for which Hyland seeks indemnification; and (z) reasonably cooperate with Customer in defending and settling the claim.”
Exhibit G
Hyland Mexico S. de R.L. de C.V. Additional Terms Exhibit
If Hyland is Hyland Mexico S. de R.L. de C.V., this Exhibit G shall apply:
1. The following shall be added to Section 15.5 (Integration) of the Agreement:
“The Agreement shall not be supplemented or modified by any Course of Performance, Course of Dealing or Trade Usage. As used herein, "Course of Performance" means a sequence of conduct between the parties under this Agreement that exists if (a) it involves repeated occasions for performance by a party and (b) the other party, with knowledge of the nature of the performance and having the opportunity for objection to it, accepts the performance or acquiesces in it without objection; "Course of Dealing" means a sequence of conduct between the parties that concerns previous transactions between them that may be regarded as establishing a common basis of understanding for interpreting their expressions and other conduct; and “Trade Usage” means a trade practice that is so usual or customary that an expectation of it being followed in a particular commercial transaction is justified.”
Exhibit H
Hyland Software, Inc. – Peru Additional Terms Exhibit
If Hyland is Hyland Software, Inc. and Customer is located in Peru, this Exhibit H shall apply:
1. The following shall be added to Section 15.5 (Integration) of the Agreement:
“The Agreement shall not be supplemented or modified by any Course of Performance, Course of Dealing or Trade Usage. As used herein, "Course of Performance" means a sequence of conduct between the parties under the Agreement that exists if (a) it involves repeated occasions for performance by a party and (b) the other party, with knowledge of the nature of the performance and having the opportunity for objection to it, accepts the performance or acquiesces in it without objection; "Course of Dealing" means a sequence of conduct between the parties that concerns previous transactions between them that may be regarded as establishing a common basis of understanding for interpreting their expressions and other conduct; and “Trade Usage” means a trade practice that is so usual or customary that an expectation of it being followed in a particular commercial transaction is justified.”
The most current version of this document shall be such in effect as of 12:00am EST (Eastern Standard Time) of the date stamped on such online version.