IMPORTANT – THE ACCESS AND USE OF OUR REVENUE OPERATION AND MANAGEMENT PLATFORM (THE “PLATFORM”) AND THE PROVISION OF RELATED PLATFORM AND SERVICES BY VASCO HQ INC., ITS AFFILIATES OR SUBCONTRACTORS (COLLECTIVELY, “VASCO”) IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW (THE "AGREEMENT”). THEREFORE, PLEASE READ BEFORE ACCESSING OR USING THE PLATFORM OR OUR SERVICES.
THIS AGREEMENT, MADE AND ENTERED INTO AS OF THE TIME AND DATE OF CLICK THROUGH OR TAPPING ACTION (THE “EFFECTIVE DATE”), IS A LEGAL AGREEMENT BETWEEN YOU (“CLIENT” OR “YOU” AND TOGETHER WITH VASCO THE “PARTIES”, AND EACH A “PARTY”) AND VASCO AND GOVERNS THE ACCESS AND USE OF THE PLATFORM AND THE PROVISION OF RELATED SERVICES BY VASCO.
BY CLICKING OR TAPPING THE “ACCEPT” BUTTON OR SIMILAR AFFIRMATION AS APPLICABLE WHEN ACCESSING OR USING THE PLATFORM, OR BY SIGNING A COPY OF THIS AGREEMENT, A QUOTE OR AN ORDER FORM, CLIENT AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THAT THIS AGREEMENT GOVERNS CLIENT’S USE OF THE PLATFORM AND THE PROVISION OF RELATED SERVICES BY VASCO. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE PLATFORM OR THE RELATED SERVICES.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE ENTITY TO THIS AGREEMENT, IN WHICH CASE “YOU” AND “CLIENT” WILL MEAN THE ENTITY YOU REPRESENT. IF YOU DON’T HAVE SUCH AUTHORITY, OR IF YOU DON’T ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN VASCO DOES NOT AGREE TO YOUR ACCESS AND USE OF THE PLATFORM AND THE PROVISION OF THE SERVICES, AND YOU MAY NOT USE THE PLATFORM AND BENEFIT FROM THE RELATED SERVICES.
VASCO RESERVES THE RIGHT, AT ANY TIME AND WITHOUT PRIOR NOTICE, TO MODIFY OR REPLACE ANY OF THIS AGREEMENT. ANY CHANGES TO THIS AGREEMENT CAN BE FOUND AT vasco.app/legal/terms-and-policies. IT IS YOUR RESPONSIBILITY TO CHECK THE AGREEMENT PERIODICALLY FOR CHANGES. YOUR USE OF THE PLATFORM SERVICES FOLLOWING THE POSTING OF ANY CHANGES TO THE AGREEMENT CONSTITUTES ACCEPTANCE OF THOSE CHANGES. IF THERE ARE ANY SIGNIFICANT CHANGES TO THE AGREEMENT THAT MATERIALLY AFFECT OUR RELATIONSHIP WITH YOU, WE WILL USE COMMERCIALLY REASONABLE EFFORTS TO NOTIFY YOU BY SENDING A NOTICE TO THE PRIMARY EMAIL ADDRESS SPECIFIED IN YOUR ACCOUNT, BY POSTING A PROMINENT NOTICE WHEN YOU LOG IN TO YOUR ACCOUNT FOR THE FIRST TIME FOLLOWING THOSE CHANGES, OR BY POSTING A PROMINENT NOTICE ON THE PLATFORM.
1.1 Definitions. In addition to the other terms defined in the Agreement, for the purposes of this Agreement:
(a) "Affiliate" means, with respect to any entity, any other entity directly or indirectly controlling or controlled by, or under direct or indirect common control with, such entity. For the purposes of this definition, an entity shall control another entity if the first entity: (i) owns, beneficially or of record, more than 50% of the voting securities of the other entity; or (ii) has the ability to elect a majority of the directors of the other entity.
“Confidential Information” means (i) any and all non-public, confidential or proprietary information of a Party, including any information relating to the existence or content of the Agreement, the Services, the Documentation, Client Data and a Party’s business, products, services, activities, operations, business affairs, clients and prospects, Intellectual Property (including Vasco Intellectual Property), technology, know-how, design rights and trade secrets, whether such information is provided orally, in writing, in computer readable form or otherwise and whether or not it is specifically identified as confidential; and (ii) any copies, extracts or reproduction, in whole or in part, of any of the foregoing.
"Client Data" means any and all electronic data or other information that is (i) uploaded or inputted by Client to the Platform; (ii) stored by Client via the Platform; or (iii) provided by Client to Vasco, regardless of the format, to be used in connection with the Services.
“Documentation” means all documents, user manuals or other information, available in writing, online or otherwise, relating to the Services provided by Vasco.
"Force Majeure" means any circumstances beyond a Party's reasonable control, including natural disasters, acts of government, floods, fires, earthquakes, pandemics, epidemics, government-mandated quarantines, publicly declared states of emergency, civil unrest, terrorism, strikes or other labour problems (other than those involving such Party’s employees), Internet service provider failures or delays, or denial of service attacks.
“Intellectual Property” means any and all ideas, concepts, inventions, methods, processes, know-how, trade secret, works, software, computer programs and other computer software (including all source and object codes, algorithms, architectures, structures, user interfaces including display screens, lay-out and development tools), databases, designs, plans, drawings, brochures, website content, sales and advertising literature and other marketing materials, and any improvements thereon or applications or derivative works thereof, and all other forms of intellectual property, all whether or not registered or capable of such registration.
“Intellectual Property Rights” means any and all patents, copyrights, trademarks, trade names and other proprietary rights, and all registrations or applications in relation to the foregoing.
“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
“Patches” means updates, upgrades, patches, bug fixes and other interim modifications applicable to the Platform Services.
“Platform Data” means (A) any and all data provided by Vasco through the Platform; and (B) any and all data (other than Client Data) generated by the Platform, including (i) all metadata and (ii) any Client Data that has been transformed by the Platform or converted by the Platform into anonymized and non-Client identifiable data. Client acknowledges that Platform Data is used, among other things, as inputs for the proprietary algorithms of the Platform.
“Process” (including any grammatically inflected forms thereof) means any operation or set of operations which is performed on data or on sets of data, whether or not by automated means, including, without limitation, collection, recording, organization, structuring, storage, adaptation or alteration, access, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
“Quote” means each quote or similar document between the Parties incorporating the terms of the Agreement which, among other things, sets forth the Services ordered, the term of the Services and the corresponding Fees.
“Third Party Material” means all or part of the Intellectual Property and Intellectual Property Rights, wholly or partially owned or controlled by a third party.
“Trademarks” means trademarks, tradenames, brands, trade dress, business names, domain names, designs, graphics, logos and other commercial symbols and indicia of origin, whether registered or not, and any goodwill associated therewith.
“User” means an employee of Client or its Affiliates, an independent contractor, consultant or agent of Client or its Affiliates: (i) who is authorized by Client to access and use the Services; (ii) for whom subscriptions to the Services have been ordered; and (iii) who has been supplied user identification codes and passwords by Client (or by Vasco at Client's request).
“Vasco Intellectual Property” means all Intellectual Property developed by or first conceived or reduced to practice by Vasco, its Affiliates, its licensors or by any third party on Vasco’s behalf relating to the Platform, Platform Data, the Services, the Documentation, all related products or services and any other Vasco’s products or services.
Expressions. Where the word “including” or the word “includes” is used in the Agreement, it means “including (or includes) without limitation”.
Order of Precedence. In the event of any inconsistencies between the provisions set forth in the Agreement and in any Quote(s), the provisions of such Quote(s) shall prevail.
Standard Forms. Nothing in Client terms and conditions, order forms, or any documents transmitted by Client in connection with the Agreement shall be construed to modify, amend or supplement the terms of the Agreement.
Language. The Parties have requested that this Agreement and all documents related thereto be drafted in English. Les Parties ont exigé que le Contrat, ainsi que tous les documents y afférents, soient rédigés en anglais.
Scope of Services. Subject to the terms and conditions of this Agreement and the applicable Quote(s) and payment in full of the applicable Fees, Vasco shall (i) make its Platform available to Client and its Affiliates (the “Platform Services”); and/or (ii) provide professional services as further set out in Section 3 (the “Professional Services” and collectively with the Platform Services, the “Services”).
Specifications. Access and use of the Services by Client and its Affiliates and the Users may be subject to specifications and/or restrictions set forth in the applicable Quote. Client acknowledges and agrees that, subject to the terms of the applicable Quote, the Fees may be based on estimates, which shall be adjusted (plus or minus) from time to time based on Client's actual usage, in accordance with the metrics set out in the applicable Quote.
Scope. Vasco may provide professional services to Client, which may consist, among other things, of implementation and testing of the Platform, training on the Platform and providing related services, all as set out in the applicable separate Quote to be agreed upon between the Parties (collectively, the “Professional Services”).
Assumptions. Client acknowledges and agrees that: (i) there are inherent uncertainties associated with the type of Professional Services provided by Vasco and Client’s system environment; and (ii) Vasco’s performance of the Professional Services is dependent on: (A) the assumptions, if any, made by Vasco in the applicable Quote; and (B) Client’s timely and effective satisfaction of all Client obligations. Client also acknowledges and agrees that Vasco shall not be responsible for any delay in the performance of the Professional Services due to a Force Majeure event.
Changes. During the term of a Quote, Client may request in writing that changes be made to the Professional Services (each a “Change Request”). If the Change Request is accepted in writing by Vasco, such Change Request shall be deemed to have amended the applicable Quote and form an integral part thereof. All additional costs arising out of a Change Request shall be assumed by Client.
Ownership of Deliverables. Unless otherwise agreed in writing between the Parties in a Quote, Vasco shall own all rights, title and interest in and to the deliverables and work products (including software code, specifications, reports, notes, interfaces and related Documentation) conceived, developed, acquired or reduced to practice by Vasco in connection with this Agreement (the “Deliverables”), and all related Intellectual Property Rights.
Approval of Deliverables. The approval procedure(s) (if any) for the Deliverables shall be set out in the applicable Quote(s).
Resource Cancellation Policy. Scheduled dates and time for the provision of Professional Services may be cancelled or rescheduled by Client without incurring any cancellation charges provided that Vasco is given at least 7 days’ prior notice, failing which Client: (i) may be subject to a cancellation fee up to a maximum of 50% of the agreed upon Fee estimate; and (ii) shall reimburse Vasco for the cost of any expenses or change fees that are incurred by Vasco in connection with such cancellation or rescheduling. Vasco shall use commercially reasonable efforts to minimize all costs and expenses associated with any Client cancellation.
Scope. Subject to (i) the terms and conditions of this Agreement and the applicable Quote(s), and (ii) payment in full of the applicable Fees in accordance with the payment schedule described in the applicable Quote, Vasco shall make the Platform available to Client, its Affiliates and its and their Users. Vasco shall use commercially reasonable efforts to make the Platform available 24 hours a day, 7 days a week.
Amendments; Patches. Client acknowledges and accepts that Vasco, from time to time and at its sole discretion, may amend or update the Platform Services. Client is required to accept all Patches necessary for the proper function and security of the Platform, as such Patches may be released by Vasco from time to time. Except for emergency or security-related maintenance activities, Vasco will use commercially reasonable efforts to coordinate with Client the scheduling of application of Patches, based on Vasco’s next standard maintenance period.
Service Suspension. Vasco may suspend Client’s account, access to or use of the Platform if (i) Client or a User breaches any provision of the Agreement, and such breach is not remedied within 15 days of Client receiving written notice from Vasco; (ii) Vasco detects fraud, a security breach or any other similar threat that causes or that could cause, in Vasco’s reasonable opinion, damage to the Platform, Vasco’s IT infrastructure or Client Data; or (iii) Vasco is undertaking scheduled maintenance. Vasco will use commercially reasonable efforts to restore the access to or use of the Platform, as soon as possible after the suspension. Any suspension by Vasco of the Platform Services in application of this Section 4.3 shall not release Client from its payment obligations under the Agreement.
Client OBLIGATIONS AND Responsibilities
Use. Client shall (i) be responsible for the means by which Client acquired Client Data, the accuracy, quality, legality and use of Client Data (which includes Client having obtained all license and other rights for the use Client Data by Vasco under this Agreement); (ii) implement commercially reasonable efforts to prevent unauthorized access to or use of the Platform, and notify Vasco promptly of any such unauthorized access or use; (iii) use the Services only in accordance with the Agreement and the Documentation and applicable laws and government regulations; and (iv) be responsible for the purchase and maintenance in good working order of all the equipment (including network equipment and systems), software and Internet connection necessary to access and use the Services.
Restrictions. Except as provided herein, Client may not: (i) loan, rent, lease, transfer, convey, assign, sell, distribute the Services or grant sublicenses for the Services or any part thereof; (ii) modify, combine or distribute the Platform Services (or any part thereof) with any other software or code in a manner which would subject the Platform Services to open source license terms; (iii) use the Platform Services to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material (including Client Data) in violation of third party privacy rights or intellectual property rights; (iv) use the Platform Services to store or transmit Malicious Code; (v) interfere with or disrupt the integrity or performance of the Services; (vi) copy, frame or mirror any part or content of the Platform Services, other than copying or framing on Client’s own intranets or otherwise for Client’s own internal operational purposes; (vii) reverse engineer, decompile or disassemble the Platform Services or attempt to gain unauthorized access to the Platform Services or Vasco’s systems or networks; or (ix) use or access the Services in order to build a competitive product or service, or copy any features, functions or graphics of the Services.
Assistance and Information. Client shall provide Vasco with all necessary Client Data, information and assistance for the performance of Vasco’s obligations hereunder or otherwise that is reasonably requested by Vasco. Without limiting the generality of the foregoing, Client shall (i) perform the tasks and assume the responsibilities and requirements of Client specified in the applicable Quote (collectively, the “Client Responsibilities”); and (ii) ensure prompt and efficient cooperation of all its personnel who must assist Vasco for the performance of the Services.
Passwords. Client is solely responsible (i) for preserving the confidentiality of the Users’ user identifications and passwords; and (ii) for restricting or protecting access to Client equipment (hardware and software) required to access and use the Platform Services.
Users. Client is responsible for all use and misuse of the Services by its Users, or their breach of the terms of the Agreement, and shall indemnify Vasco for any damages, costs and expenses suffered as a result of such use, misuse or breach.
Protection of Client Data. Vasco maintains appropriate administrative, physical, and technical safeguards designed to protect the security, confidentiality and integrity of Client Data. Vasco shall not access Client Data except (i) in connection with the performance of its obligations hereunder; (ii) to prevent or address service or technical problems; or (iii) at Client’s request in connection with Client support matters. In no event will Vasco share Client Data with any third parties other than its subcontractors who need to have access to Client Data for the performance of Vasco’s obligations hereunder, or as required by applicable law or a governmental authority.
Client Data Retention and Deletion. Vasco will retain any Client Data in its possession until deleted in accordance with this Agreement. Except as otherwise required by applicable law, Vasco will delete all Client Data in its possession (i) as necessary from time to time if such Client Data is no longer required by Vasco to perform its Services under any applicable Quote; and (ii) promptly after receiving Client’s written request in respect thereof. Upon request from Client at any time, Vasco shall transfer a copy of all Client Data to Client and shall provide reasonable assistance to Client to download and store such copy of Client Data. Notwithstanding the foregoing, Client may at any time instruct Vasco to retain and not to delete Client Data, provided Client may not require retention of Client Data for more than 90 business days after termination of this Agreement.
Privacy Laws Compliance. Client represents and warrants that it will comply with all applicable privacy laws and regulations, including with respect to the collection, use, Processing, disclosure and handling of personal information that is part of Client Data or that is otherwise provided to Vasco for the purposes of this Agreement. Without limitation of the foregoing, Client represents, warrants, and covenants that: (i) it has (and will have) provided any notice and obtained all consents and rights required by applicable law to enable Vasco to lawfully Process Client Data as permitted by this Agreement; (ii) it has full right and authority to make Client Data available to Vasco under this Agreement; and (iii) Vasco's Processing of Client Data in accordance with this Agreement will not infringe upon or violate any applicable laws or any rights of any third party. Vasco represents and warrants that it will comply with all applicable privacy laws and regulations with respect to the handling of Client Data, including, without limitation, the Personal Information Protection and Electronic Documents Act (PIPEDA), and the Freedom of Information and Privacy Protection Act (FIPPA).
Vasco Property. Vasco (or its licensors) retains any and all rights, title and interest (including all Intellectual Property Rights) in and to: (i) the Platform, including any Patches, enhancements or other modifications to the Platform and any related Deliverables (subject to the terms of Section 3.4); (ii) Platform Data; (iii) the Vasco Intellectual Property; (iv) the Documentation relating to any of the foregoing; (v) all enhancements, upgrades or other modifications to any of the foregoing; (vi) Vasco Trademarks; and (vii) all Intellectual Property Rights related to any of the foregoing. Client will acquire no rights or licenses to any Vasco property unless otherwise expressly provided in the Agreement. Client shall not remove any Intellectual Property Rights notice that appears on the Documentation or redisplayed through or embodied in the Services.
Client Property and Licenses. Client owns all right, title, and interest in and to Client Data and Client Trademarks, including all Intellectual Property Rights related thereto. Client grants Vasco a royalty-free, worldwide and non-exclusive license to host, use, copy, reproduce, display, save, Process and transmit Client Data and Client Trademarks for the purposes of, and only to the extent necessary for, the provision of the Services and the operation of the Platform.
Feedback. Vasco shall own all right, title and interest in and to any suggestions, requests or recommendations for improvements or enhancement to the Services that Client (including any of the Users) may, alone or jointly with Vasco, propose or make during the term of the Agreement (collectively, “Feedback”). Client hereby irrevocably (i) assigns all rights, titles and interests in and to the Feedback to Vasco; and (ii) waives in favour of Vasco, its successors and assigns any and all moral rights that Client has or may have in the Feedback in each jurisdiction throughout the world, to the fullest extent that such rights may be waived in each respective jurisdiction.
FEES AND TAXES
Fees. In consideration of the Services,Client shall pay the fees set out in the applicable Quote(s) (the “Fees”). Payment terms are set out in the applicable Quote(s). The Fees are not reimbursable.
Price Increase. Except if otherwise indicated on a Quote, Vasco reserves the right to increase the Fees from time to time and at its entire discretion, subject to providing a reasonable written notice to Client.
Suspension of Service. If any amount owing by Client under the Agreement is overdue by more than 30 days as of the date of the applicable invoice, Vasco may, without limiting Vasco's other rights and remedies, suspend the Services to Client until such amounts are paid in full.
Interest. In addition to any other rights or remedies of Vasco, any uncontested amount not paid by Client when due shall bear interest at the rate that is the lesser of 1.5% per month or the maximum rate allowable by law.
Taxes. Unless expressly stated in a Quote, the fees and costs set forth in this Agreement do not include any applicable sales, use, value added, property, excise or any other taxes or duties of any nature whatsoever. Vasco will invoice Client for any applicable taxes in relation to any Quote.
TERM AND TERMINATION
Term. The Agreement will commence on the Effective Date and will remain until terminated in accordance with the terms and conditions set forth herein.
Term – Professional Services. The duration of the Professional Services is set out in each applicable Quote.
Termination. Each Party may terminate the Agreement, or a Quote, at any time: (i) subject to a 30 day written notice to the other party, (ii) if the other Party is in breach of any of its material obligations hereunder or under the relevant Quote, as applicable, and such breach is not cured within 15 days after a written notice delivered to the Party in default; or (iii) by written notice to the other Party, if such other Party takes or is bound by any person to take one of the following measures: (a) an assignment, an arrangement or a comparable act in favour of its creditors; (b) seizure or receivership of its assets; (c) the filing of a petition in view of bankruptcy, insolvency or relief of debtors or the instituting of any proceedings related to bankruptcy, insolvency or the relief of debtors; (d) the execution or threat of execution of any act of bankruptcy; or (e) the liquidation, winding-up or dissolution of the enterprise in application of a court order rendered by a competent court. If Client terminates this Agreement or a Quote other than as set out in this Section 9.3, all Fees owed to Vasco until the end of the then current Term or the end of the Professional Services under a Quote, as applicable, shall remain due by Client.
Recourse. The termination of the Agreement or any Quote, for any reason whatsoever, will in no way affect either Party’s rights and recourses against the other Party, at law or in equity, for damages for failure to discharge an obligation under the Agreement or the Quote, as the case may be.
Effect of Termination. At the expiry or termination of the Agreement or a Quote (i) Client will cease to have access to the Platform (subject to Section 9.7); (ii) all Quotes shall terminate immediately; (iii) Vasco shall be entitled to the payment of any Fees accrued as of the date of termination; and (iv) Recipient hall return immediately to Discloser (such as these terms are defined in Section 12.2) all Confidential Information and all copies thereof in any form whatsoever under the possession or control of Recipient that relate to the Agreement, or destroy said Confidential Information and its copies, as directed by Discloser.
Transition Services. Before termination or expiration of this Agreement and notwithstanding anything to the contrary herein, Vasco shall cooperate with Client to ensure an orderly ramp-down of Client’s use of the Platform and termination of this Agreement, subject to the Parties agreeing on the transition plan (including scope, related fees and ongoing access and usage of the Platform by Client during the transition period).
Surviving Provisions. Sections, 7, 9.4 to 9.8 and 11 to 14 of this Agreement shall survive the termination of expiry of the Agreement.
REPRESENTATIONS AND WARRANTIES
Representations and Warranties of Client. Client represents and warrants to Vasco that: (i) Client is a corporation, duly incorporated, organized and in good standing under the laws of its jurisdiction of formation; (ii) Client has the full right, power and authority to enter into the Agreement; (iii) Client has (or shall obtain) all necessary rights and consents to Client Data and Client Trademarks to grant Vasco the licenses granted hereunder (including to enable Vasco to lawfully Process Client Data as permitted by this Agreement); and (iv) to its knowledge, any licenses granted hereunder to Vasco do not breach or violate any third party Intellectual Property Rights.
Representations and Warranties of Vasco. Vasco represents and warrants to Client that: (i) Vasco is a corporation, duly incorporated, organized and in good standing under the laws of its jurisdiction of formation; (ii) Vasco has the full right, power and authority to enter into the Agreement; (iii) Vasco has all the rights necessary to provide the Services; (iv) Vasco, its employees and subcontractors have the necessary knowledge, experience, and skills to perform the Services; (v) Vasco has and/or will acquire and maintain all licenses and permits required of them in order to perform the Services; and (vi) the Services will be performed in a competent and professional manner.
Warranty Disclaimer. VASCO DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, THAT THE SERVICES OR CLIENT DATA WILL REMAIN VIRUS-FREE. SUPPORT OR OTHER SERVICES IN APPLICATION OF THE AGREEMENT NECESSITATED BY COMPUTER VIRUSES, OR BY ANY FAILURE OR BREACH OF CLIENT’S SECURITY FOR ITS SYSTEMS OR DATA, INCLUDING DAMAGE CAUSED BY PERSONS LACKING AUTHORIZED ACCESS, ARE NOT COVERED UNDER THIS AGREEMENT. EXCEPT TO THE EXTENT SET FORTH IN SECTION 10.2, VASCO EXPRESSLY DECLINES, ON ITS OWN BEHALF AND ON BEHALF OF ITS SHAREHOLDERS DIRECTORS, OFFICERS, EMPLOYEES, SUBCONTRACTORS, AGENTS, VENDORS AND LICENSORS AND AGENTS ANY AND ALL EXPRESS, LEGAL OR IMPLICIT REPRESENTATIONS, WARRANTIES AND CONDITIONS NOT CONTAINED HEREIN, INCLUDING REPRESENTATIONS, WARRANTIES AND CONDITIONS OF COMMERCIALITY, PERFORMANCE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND ACCURACY. IN PARTICULAR, VASCO EXPRESSLY DECLINES THE FOLLOWING AND MAKES NO REPRESENTATION OR WARRANTY IN THESE REGARDS: (I) THE FACT THAT THE SERVICES WILL MEET CLIENT’S OPERATIONAL REQUIREMENTS; (II) THE FACT THAT THE OPERATION OF THE SERVICES AND THE DELIVERABLES WILL BE ERROR-FREE OR UNINTERRUPTED OR, THAT THE RESULTS OBTAINED FROM THEIR USE WILL BE ACCURATE OR RELIABLE; AND (III) THE FACT THAT ALL PROGRAMMING OR PLATFORM SERVICE ERRORS CAN BE CORRECTED OR FOUND IN ORDER TO BE CORRECTED. CLIENT ACKNOWLEDGES THAT THE FUNCTIONALITY AND INTERFACES OF THE PLATFORM MAY CHANGE OVER TIME.