Master Services Agreement Terms

These General Terms (“General Terms”) are entered into by and between Pure IP Limited, a company incorporated in the UK (registered no. 50204088) having its registered office at 5th Floor, 89 Albert Embankment, London SE1 7 TP (“Pure IP”), and the “Customer” being the person, firm or company who agrees to purchase Services from Pure IP by executing an Order that is governed by these General Terms (each a “Party” and together the “Parties”).

1.   Agreement Structure

The Master Services Agreement (“Agreement”) between Pure IP and Customer is comprised of these General Terms, together with each document that references these General Terms. In the event of a conflict between the documents that form part of the Agreement, the order of precedence shall be, in descending order:

1.  These General Terms;
2.  Master Order Form(s)
3.  Pricing Schedule(s)
4.  Service Description(s);
5.  Order Forms other than a Master Order Form (each an “Order”); and
6.  Any other documents expressly incorporated by one of the documents listed above.

2.   Responsibilities

2.1    Pure IP’s Responsibilities.

1. Pure IP will provide products (“Products”) and services (“Services”) described in the Service Description(s) and Order(s) to Customer, in accordance with the terms of the Agreement.
2. Pure IP will comply with all reasonable health and safety and/or physical security requirements that (i) generally apply to contractors at the Customer sites where work is to be performed hereunder (each, a “Site”), and (ii) have been provided to Pure IP in advance.
3. Pure IP may suspend any affected Service in the event of an emergency, or to urgently safeguard the integrity or security of its network, personnel and/or services. Wherever practicable, Pure IP will provide prior notice.
4. Upon termination of a Service, Pure IP will use reasonable care in the removal of any Pure IP owned or provided equipment (“Pure IP Equipment”).
5. Pure IP shall implement security precautions consistent with industry standards to prevent any unauthorized access by third parties to any part of the telecommunications network or other technology used to provide the Services to Customer.

2.2    Customer’s Responsibilities.

1. Customer will, at its own expense, ensure that all preparatory work, building alterations, information, items, or consents are in place with sufficient time to allow Pure IP to provide the Products or Services in accordance with the Agreement. A failure to fulfil these responsibilities may result in a delay to the provision of the Products and Services, and additional Charges may apply.
2. Customer will comply with Pure IP’s reasonable instructions related to the installation and operation of any Products or Services.
3. If Pure IP is required to install any Pure IP Equipment, Services or Products at a Site, Customer will, prior to installation and at its own expense, provide:
   1. Pure IP with access to the Sites as may be reasonably required;
   2. a suitable, and safe working and operating environment, including adequate power, air conditioning, telecommunications entry and connection points, and flooring with adequate loading limits, all in accordance with industry standards; and
   3. internal cabling between the Pure IP Equipment and any Customer owned or provided equipment (“Customer Equipment”) to be used in connection with a Service.
4. Customer will not move, modify, or in any other way interfere with the operation of Pure IP Equipment, nor permit anyone not authorized by Pure IP to do so.
5. Customer is responsible for the provision, installation, configuration, monitoring and maintenance of any Customer Equipment and shall ensure that Customer Equipment is technically compatible with the Products and Services. Pure IP does not represent or warrant the interoperability between Customer Equipment and any Product, Service or Pure IP Equipment, except in the case of Products provided for the specific purpose of Customer’s use in connection with a Service.
6. Unless expressly agreed by Pure IP in writing, Customer may only use Services and/or Products solely for its own business purposes and not for resale. Customer shall also: (i) comply with, and ensure that any end-user of a Service (“User”) complies with the Agreement and any laws, regulations, and licenses applicable to the use of the Products and/or Services; and (ii) be responsible for all acts and omissions of Users.
7. If Customer wishes to dispose of any Pure IP-branded Products located in the US States of CA, HI, MA, MD, NJ, NY, OR, RI, WA or WV, it may notify Pure IP at sales@pure-ip.com and Pure IP will provide a quotation on disposal Charges.
8. Customer shall cooperate with Pure IP in the timely recovery of any Pure IP Equipment upon the termination of any Service.
9. If Customer materially delays or fails to perform any of its obligations under the Agreement, Pure IP is entitled to: (i) excuse the performance of its obligations to the extent and for the period directly affected; (ii) if warranted, cancel affected Order(s) and charge Customer for any applicable cancellation Charges; and/or (iii) invoice Customer for any additional cost or effort that is directly and reasonably attributable to Customer’s delay or failure. Pure IP shall notify Customer of its intention to impose such Charges.

3.   Ordering From Pure IP

3.1    Orders for Products and Services may be either signed by both Parties, or submitted electronically via Pure IP’s online self-service portal. Entities controlling, controlled by, or under the common control of either Party (“Affiliates”) may also enter into Orders adopting the terms of the Agreement for the purposes of local delivery, billing or for local regulatory purposes. In such cases, the respective Affiliates will be solely liable to each other with respect to those local Orders.

3.2    Unless otherwise stated in an applicable Service Description or an Order, if Customer cancels any Order before the relevant delivery date of the Product or Service, Customer will pay all specified cancellation Charges, or if none are specified, it shall pay the third party cancellation costs (if any) charged to Pure IP. Customer may not cancel Products that have already been ordered or shipped from a third party unless agreed by Pure IP in writing.

4.   Charges

4.1    Save to the extent provided to the contrary herein, all recurring and non-recurring charges (“Charges”) relating to the Products and Services will be specified either in the applicable Service Description or Order.

4.2    Customer shall pay all Charges within thirty (30) days after the date of Pure IP’s invoice without any right of set-off or counterclaim. Customer may withhold payment solely on the portion of an invoice it disputes in good faith by providing notice and details of the dispute not later than the due date of the applicable invoice. Pure IP may add interest to any past-due undisputed amounts at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less. Disputes shall be resolved in accordance with the process set out in the Section 12 below and agreed amounts shall be paid or credited within thirty (30) days after the date of resolution. Unless provided otherwise, Pure IP will invoice, and Customer will pay, all Charges in US Dollars. Charges are exclusive of all applicable taxes (including, but not limited to, value-added, sales, use, and excise taxes), customs duties, and regulatory and other fees or surcharges (excluding taxes on the net income or net worth of Pure IP), and any interest and penalties attributable to Customer (collectively, “Taxes”). Customer will pay all such Taxes except to the extent a valid exemption certificate is provided by Customer to Pure IP prior to the delivery of any Products or Services.

4.3    If payment of any Charges becomes subject to withholding, deduction, levy, or similar payment obligation (collectively “Withholding”), Customer will ensure that the net amount it pays to Pure IP after all Withholdings is not less than the amount Pure IP would have received but for the Withholding. Should Customer withhold any amounts without first grossing up its payments, or indicate that it will do so, Pure IP may gross up its Charges to reflect such Withholding, or otherwise include such amounts on its invoices (resulting in Pure IP being subject to tax by reference to the grossed up amount, while only receiving the net amount). At Customer’s expense, Customer will furnish Pure IP with appropriate certificate(s) from the relevant authorities confirming the amount of the Withholding.

4.4    Should Customer initiate any change to the agreed billing arrangements, resulting in additional Taxes or Withholding costs to Pure IP or its Affiliates that are unrecoverable, Pure IP may adjust the Charges for the affected Products or Services accordingly.

4.5    Should Customer fail to pay any undisputed amount when due and thereafter fail to cure that breach within ten (10) days’ notice from Pure IP, Pure IP may suspend the affected Service until the outstanding balance then due is paid in full. If Pure IP terminates a Service for non-payment, Customer shall also be liable for any cancellation Charges that may be due based on the timing of the termination. Pure IP reserves the right to charge the Customer reasonable debt collection fees including associated attorneys’ fees.

5.   Risk of Loss of Pure IP Equipment and Products

5.1    Risk of loss in Pure IP Equipment and Products will pass to Customer upon delivery at a Site, whether or not installed. Title to Products shall only pass to Customer upon full payment of the applicable Charges, provided that for any software component of the Products, Customer will be granted a license from the original equipment manufacturer (“OEM”) as provided in the OEM end user software license agreement. With respect to any cross-border supply of Products, risk of loss will pass to Customer upon delivery to a common carrier. In no event will the carrier be deemed to be an agent of Pure IP.

6.   Representations and Warranties.

6.1    Each Party warrants that it has and will maintain the necessary rights, licenses and permissions to enter into and perform its obligations under the Agreement. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, SUPPLIER MAKES NO ADDITIONAL REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, AND PURE IP HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

7.   Confidentiality

7.1    Each Party shall keep in confidence all non-public information relating to the business, affairs, customers, suppliers, plans, strategy, processes, product information, know-how, intellectual property or trade secrets of the disclosing Party or its Affiliates, as disclosed to it by the other Party that is either marked as confidential or that a reasonable person would recognize as being confidential to the other Party (“Confidential Information” or “CI”). The recipient of the CI shall protect the CI by using the same standard of care, but not less than a reasonable standard of care, to prevent the unauthorized use, disclosure or publication of the CI as the recipient uses to protect its own CI. Further, the recipient will not disclose the CI to any third party other than, under no lesser standard of confidence, to: (a) its Affiliates; (b) its professional advisors; or (c) employees of its subcontractors, in each case only to those who need to know such Confidential Information to the extent reasonably necessary for their performance under the Agreement or their use of the Products or Services.

7.2    This Section shall not apply to information that is: (a) in the public domain other than as a result of a breach of the Agreement; (b) in the possession of the receiving Party before such disclosure has taken place; (c) obtained from a third party who is free from any obligations of confidentiality to disclose the same; or (d) developed by the receiving party independently of and without access to the CI.

7.3    If either Party receives a demand from a competent authority or court to disclose the other Party’s CI, the receiving Party may comply with such demand if it has: (a) satisfied itself that the demand is lawful; (b) where possible, given the other Party as much prior notice as possible in order for the other Party to object to the demand; and (c) marked the required information as Confidential Information of the other Party.

7.4    The receiving Party must comply with this Section for a period of three (3) years following the disclosure of CI to it.

7.5    The receiving Party shall return or destroy any Confidential Information upon the written request of the disclosing Party.

7.6    The Parties acknowledge that a violation of this Section may cause irreparable harm to the disclosing Party for which monetary damages may not be an adequate remedy, and injunctive or other interlocutory relief may accordingly be sought by the disclosing Party.

8.   Intellectual Property Rights

8.1    All intellectual property rights (“IPR”) of a Party that are either pre-existing or created by a Party during its performance under the Agreement shall remain the absolute property of that Party or its licensors, unless expressly set forth to the contrary in the Agreement, or except with respect to any intellectual property deliverable created exclusively for, and solely paid for by, Customer, which is explicitly described as a “work made for hire,” in which case the deliverable shall be considered, to the extent permitted by law, as a “work made for hire” pursuant to Section 101 of the U.S. Copyright Code.

8.2    Pure IP grants Customer a non-transferable and non-exclusive license to use, in object code form only, all software and associated documentation supplied by Pure IP, provided that Customer complies with the terms of the Agreement. Customer will not copy, decompile, modify, or reverse engineer any software, or knowingly permit anyone else to do so, except as expressly permitted by Pure IP in writing or otherwise provided by law. The term of any license granted by Pure IP shall be coterminous with the term of the associated Service.

8.3    The Agreement does not apply to any third-party software or firmware (including without limitation, any open-source software) that is licensed to Customer under a separate license agreement.

8.4    Subject to Section 8.3, Pure IP will indemnify Customer against third-party claims arising from the infringement of any third party IPR by Customer’s receipt of any Services or Products, provided that: (a) Customer promptly notifies Pure IP in writing of any such claim; (b) Pure IP has complete control of the defense of the claim; (c) Customer mitigates its damages; (d) Customer does not make any public statement related to the claim or prejudice Pure IP’s defense of the claim; and (e) Customer gives Pure IP all commercially reasonable assistance with such claim.

8.5    Pure IP’s indemnification obligations do not apply to third-party claims arising from: (a) use of any Pure IP Equipment, Products, or Services in combination with other equipment, software, or any other service not supplied by Pure IP; (b) any unauthorized modification or use of a Service or Product by Customer, its agents, or a User; (c) content, designs or specifications supplied by or on behalf of Customer; and (d) failure to immediately cease any activity that gave rise to the claim following notice by Pure IP.

8.6    If any Product or Service becomes, or Pure IP believes is likely to become, the subject of an IPR infringement claim, Pure IP may, at its option and expense, either: (a) secure for Customer a right of continued use; (b) modify or replace the Product or Service so that it is no longer infringing, provided that such modification or replacement does not materially affect the performance of the Product or Service; or (c) cease provision of the Product or Service and refund any unapplied, pre-paid Charges.

8.7    This Section sets out Customer’s sole and exclusive remedies for claims of intellectual property rights infringement.

9.   Termination

9.1    Unless otherwise agreed, Customer may terminate a Service at any time by giving ninety (90) days’ prior notice provided that Customer pays Pure IP all outstanding Charges, and all applicable cancellation or early termination Charges as set out in the applicable Schedule or Order.

9.2    Either Party may terminate an affected Service upon notice if: (a) the other Party commits a material breach related to a Service and fails to cure it within thirty (30) days after the non-breaching Party has provided notice of the breach; (b) a force majeure event prevents the other Party from performing its obligations (other than payment obligations) for at least thirty (30) consecutive days; (c) a governmental or regulatory body with competent jurisdiction determines that the provision or use of a Service or Product is unlawful; or (d) any of the regulatory authorizations required for the Service are withdrawn or are no longer valid.

9.3    A Party may immediately terminate the Agreement if: (a) the other Party commits a material breach of the Agreement that has a material and adverse effect on the Agreement as a whole and fails to cure it within thirty (30) days after the non-breaching Party has provided notice of the breach; or (b) the other Party is the subject of a bankruptcy order, or becomes unable to pay its debts as they fall due, or becomes insolvent, or enters into any arrangement or composition with or assignment for the benefit of its creditors, or has material assets that become the subject of any form of seizure, or goes into liquidation, either voluntary (other than for solvent reconstruction or amalgamation) or compulsory, or has a receiver or administrator appointed over its material assets (or the equivalent of any such events).

10. Limitation of Liability

10.1  NEITHER PARTY EXCLUDES OR RESTRICTS IN ANY WAY: (A) LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM ITS OWN NEGLIGENCE; (B) LIABILITY FOR WILLFUL MISCONDUCT (OR THAT OF ITS EMPLOYEES OR AGENTS ACTING IN THE COURSE OF THEIR EMPLOYMENT OR AGENCY); (C) LIABILITY FOR FRAUDULENT MISREPRESENTATION; (D) LIABILITY FOR BREACH OF CONFIDENTIALITY (EXCLUDING LIABILITY FOR ANY LOSS OF PERSONALLY IDENTIFIABLE INFORMATION); OR (E) INDEMNIFICATION FOR INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS UNDER SECTIONS 8.4 AND 8.5.

10.2  SUBJECT TO SECTION 10.1, NEITHER PARTY SHALL BE LIABLE TO THE OTHER, WHETHER IN CONTRACT, TORT, UNDER STATUTE, OR OTHERWISE, HOWSOEVER ARISING OUT OF OR RELATED TO THE AGREEMENT, FOR ANY: (A) LOSS OF PROFIT, BUSINESS, GOODWILL OR REVENUE; (B) LOSS OF ANTICIPATED SAVINGS, BUSINESS INTERRUPTION, ADDED CUSTOMER RELATIONSHIP MANAGEMENT COSTS, PAYMENTS TO THIRD PARTIES, ADDITIONAL REGULATORY OR COMPLIANCE COSTS, WASTED TIME, WASTED EXPENDITURE, OR, SUBJECT TO SECTION 10.4, ANY LOSS, DESTRUCTION, OR CORRUPTION OF DATA; (C) SPECIAL, INDIRECT, OR CONSEQUENTIAL LOSS OR DAMAGE WHATSOEVER; AND/OR (D) LOSS ARISING FROM THE TRANSMISSION OF VIRUSES, IN EACH INSTANCE WHETHER OR NOT A PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES.

10.3  SUBJECT TO SECTIONS 10.1 AND 10.2, THE LIABILITY OF EITHER PARTY TO THE OTHER, WHETHER IN CONTRACT, TORT, UNDER STATUTE, OR OTHERWISE, HOWSOEVER ARISING OUT OF OR RELATED TO THE AGREEMENT SHALL BE LIMITED TO PROVEN DIRECT DAMAGES NOT TO EXCEED: (A) FOR ANY ONE EVENT OR SERIES OF CONNECTED EVENTS, THE GREATER OF $250,000 OR THE TOTAL NET PAYMENTS PAID BY CUSTOMER FOR THE APPLICABLE PRODUCTS AND/OR SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE MONTH IN WHICH THE EVENT (OR LAST EVENT FOR A SERIES OF CONNECTED EVENTS) OCCURRED; AND (B) IN THE AGGREGATE DURING ANY TWELVE (12) MONTH PERIOD, THE GREATER OF $500,000 OR THE TOTAL NET PAYMENTS PAID BY CUSTOMER FOR ALL CHARGES INCURRED FOR ALL PRODUCTS AND SERVICES UNDER THE AGREEMENT DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD.

10.4  In the event of liability for any loss of personally identifiable information the following costs shall be recoverable as direct damages: (a) reasonable costs of notifications, (b) government fines or penalties resulting from such loss, and (c) reasonable costs associated with credit monitoring services that are reasonably deemed appropriate.

10.5  Service credits are the sole and exclusive monetary remedy for any failure to meet an applicable service level target.

11. Force Majeure

11.1  Neither Party shall be liable for any failure or delay in the performance of its obligations caused by or resulting from acts or events outside of its reasonable control, including but not limited to, severe weather, flood, landslide, earthquake, storm, lightning, fire, subsidence, epidemic, acts of terrorism, biological warfare, outbreak of military hostilities (whether or not war is declared), riot, explosions, strikes or other labor unrest, civil disturbance, sabotage, or expropriation by governmental authorities. The Party experiencing a force majeure event will provide prompt notice to the other Party. A force majeure event affecting Customer shall not excuse it from its obligations to pay invoices when due, nor shall Customer pay for Products or Services not provided to it due to a force majeure event affecting Pure IP.

12. Dispute Resolution

The Parties will work in good faith to resolve any dispute amicably. The Parties will first attempt to resolve a dispute at an operational level within thirty (30) days of the date one Party notifies the other of such dispute. If the dispute is unresolved at that level within that period, the Parties’ representatives at Vice-President level or above shall then meet within a further period of two (2) weeks, or as otherwise agreed between the Parties, to seek to resolve the dispute. If the Parties are then unable to resolve the dispute at this executive level within thirty (30) days, either Party shall have the right to pursue all available legal or equitable remedies available to it. Nothing shall preclude either Party from seeking equitable relief at any time in a court of competent jurisdiction in the event that a risk of irreparable harm to that Party exists and no appropriate remedy for such harm exists at law.

13. Notices

All notices given under the Agreement shall be in writing and shall either be sent by prepaid post or courier delivery to the other Party at the address provided in these General Terms, or such other address as may be communicated from time to time in writing. Notices given under the Agreement are deemed to have been received: (a) if sent by prepaid post, three (3) business days after and including the date of postage, or (b) if sent by courier, upon the day the courier delivery package is signed for, and if that day is not a business day, upon the next business day.

14. Assignment/Subcontracting

14.1  Either Party may assign all or any part of the Agreement at any time: (a) to any Affiliate that can sufficiently discharge the Party’s obligations under the Agreement; or (b) in the event of a merger or acquisition of all or substantially all of the assets of the Party, in each case subject to it providing prior notice of such assignment. Any assignment to a party other than that set forth above requires the prior written agreement of the other Party. Any assignment in violation of this Section shall be void.

14.2  The Agreement will be binding on, and inure to the benefit of, the Parties and their successors and permitted assigns.

14.3  Pure IP may subcontract or delegate the performance of any of its obligations hereunder without Customer’s consent. Customer agrees that it may need to interact directly with any Pure IP subcontractor for the purposes of, without limitation, ordering, provisioning, or maintaining the Products or Services as directed by Pure IP. References to “Pure IP” shall be interpreted as including a reference to subcontractors where Pure IP has contracted with a subcontractor to perform all or any part of the Services. For the avoidance of doubt any Pure IP subcontractor shall not have any rights or obligations under the Agreement, and Customer shall look solely to Pure IP for the performance of its subcontractors hereunder.

14.4  Customer acknowledges that in some countries or regions a Product or Service must be provided by a local Pure IP Affiliate for regulatory reasons and, therefore, the relevant Service will be assigned to that Affiliate.

15. Governing Law and Jurisdiction

15.1  The validity, interpretation and performance of the Agreement will be governed by the laws of the State of New York, USA, excluding its conflict-of-laws provisions, and further excluding the United Nations Convention on Contracts for the International Sale of Goods. The Parties irrevocably agree that the exclusive jurisdiction and venue of any proceeding, suit or action arising out or in connection with the Agreement shall be the state courts of the State of New York or the United States District Court for the Southern District of New York and each Party submits itself to the exclusive jurisdiction and venue of such courts (and no other courts). To the extent permitted by law, each Party hereby irrevocably waives its respective right to trial by jury in any action or proceeding arising out of or relating to the Agreement.

15.2  If any action or proceeding is commenced to enforce or interpret any of the provisions of the Agreement, the prevailing party in any such action or proceeding shall be entitled to recover its reasonable attorneys’ fees, expert witness fees, costs of suit and expenses, in addition to any other relief to which the prevailing party may be entitled. As used herein, “prevailing party” includes without limitation, a Party who dismisses an action for recovery hereunder in exchange for payment of the sums allegedly due, performance of covenants allegedly breached, or consideration substantially equal to the relief sought in the action.

16. Miscellaneous Provisions

16.1  Publicity. Neither Party may publish or use any advertising, sales promotions, press releases, announcements, or other publicity that relates to the Agreement, or that uses the trademark, service mark, trade name, logo, or other indicia of origin of the other Party or its Affiliates in connection with the Agreement without the prior written approval of the other Party, which shall not unreasonably be withheld.

16.2  Personal Data. To the extent that the GDPR applies, the Parties respective obligations are set forth in the attached GDPR Exhibit.

16.3  Legal and Regulatory Compliance. Each Party will comply with all laws and regulations that apply to its activities under the Agreement. The Parties acknowledge that Products and technical information (including, but not limited to, service, technical assistance, and training) provided under the Agreement may be subject to export laws and regulations of other countries, and any use or transfer of such Products and technical information must be in compliance with all applicable regulations and international trade sanctions. If requested by a Party, the other Party also agrees to sign written assurances and other import/export-related documents as may be required to comply with applicable export regulations.

16.4  Anti-Corruption and Bribery Act Compliance. Neither Party shall engage in any unlawful trade practices or any other practices hereunder that are in violation of the U.S. Foreign Corrupt Practices Act, or the UK Bribery Act of 2010, or any other law that prohibits bribery or similar activity. Each Party shall ensure that neither it nor its Affiliates, subcontractors, and/or agents: (a) either directly or indirectly, seek, receive, accept, give, offer, agree, or promise to give any money, facilitation payment, or other thing of value from or to anyone (including but not limited to, government or corporate officials or agents) as an improper inducement or reward for, or otherwise on account of, favorable action or forbearance from action or the exercise of influence; or (b) fail to establish appropriate safeguards to protect against such prohibited actions. Each Party shall, upon written request from the other Party, provide reasonable documentation of the steps being taken to avoid prohibited actions, including the establishment of policies, practices, and business controls with respect to these laws. To the extent allowed by law, each Party shall promptly inform the other Party of any official investigation with regard to alleged breaches of the above laws that are related to the Agreement.

16.5  Inducement. The Parties acknowledge and agree that they have not been induced to enter into the Agreement by any representation, warranty, or other assurance not expressly incorporated into the Agreement.

16.6  No Waiver. Except as otherwise specifically provided in the Agreement, no failure to exercise, or delay in exercising, any right, power, or privilege set out in the Agreement will operate as a waiver of any right, power, or privilege.

16.7  Severability. If any provision of the Agreement is held to be invalid or unenforceable, it will be severed from the Agreement, the remaining provisions will remain in full force and effect, and the Parties will use reasonable endeavors to promptly negotiate a replacement provision in good faith.

16.8  Survival of Obligations. The Parties’ rights and obligations, whose nature is such that they should reasonably continue beyond the termination of the Agreement, shall survive the termination of the Agreement.

16.9  Entire Agreement. The Agreement: (a) supersedes all prior oral or written understandings and/or representations between the Parties (unless expressly incorporated into the Agreement) and constitutes the entire agreement with respect to its subject matter; (b) may not be amended, modified, or supplemented except by a document in writing signed by authorized representatives of both Parties; and (c) including any amendment or any other document delivered pursuant hereto may be signed by electronic signature, and such electronic signature shall be treated as an original including for evidentiary purposes. The obligations of Pure IP under the Agreement are solely to the Customer and not to any third party.

GDPR Exhibit

1.     Personal Data under GDPR.

1.1       This Exhibit applies to the extent the General Data Protection Regulation (“GDPR”) governs the processing of Personal Data. Capitalized terms used, but not defined, in this Exhibit shall have the meaning given to the same lower case terms in Article 4 of the GDPR.

1.2       Notwithstanding any other provision in the Agreement, for Pure IP to provide a Service, Personal Data may be:

1. processed on a variety of systems, networks and facilities (including databases) worldwide; and
2. transferred by Pure IP worldwide as necessary to allow BT to fulfil its obligations under this Agreement and the Customer appoints Pure IP to perform each transfer in order to provide the Services provided that Pure IP will rely on appropriate transfer mechanisms permitted by applicable data protection law, including agreements incorporating relevant standard data protection clauses adopted by the European Commission
3. Pure IP may be both Controller and Processor under the Agreement.
4. Subject to this Exhibit, Pure IP will not disclose Personal Data to a third party unless required for the performance of the Service permitted under the Agreement or otherwise required by applicable Law.

2.     Processing of Personal Data

Except as otherwise required by applicable law, where Customer makes available to Pure IP any Personal Data and:

2.1       Where Pure IP acts as a Controller:

1. Pure IP may collect, Process, or share Personal Data with Pure IP Affiliates, Pure IP’s suppliers and subcontractors that Pure IP engages to Process Personal Data for the purposes of the Agreement (collectively “Sub-Processors”), within or outside the country of origin in order to:

1. 1. administer, track and fulfil Orders for the Service;
   2. implement the Service;
   3. manage the security and resilience of the Pure IP Equipment, Pure IP Network and the Services;
   4. manage, track and resolve Incidents with the Service as set out in the Schedule(s);
   5. administer access to online portals relating to the Service;
   6. compile, dispatch and manage the payment of invoices;
   7. manage the Agreement and resolve any disputes relating to it;
   8. respond to general queries relating to the Service or Agreement; and
   9. comply with Applicable Law.

1. Pure IP will Process the Personal Data in accordance with: (i) applicable data protection law; and (ii) Pure IP’s Privacy Policy at https://pure-ip.com/privacy-policy/.

2.2       Where Pure IP acts as a Processor:

3.     Customer Compliance obligations

Customer will comply with the GDPR and (i) will fulfill all the requirements necessary for the provision of the Service by Pure IP, including providing any notifications and obtaining any consents when sharing Personal Data with Pure IP and (ii) will only disclose the Personal Data to Pure IP to the extent required for Pure IP to perform the Service.