Master Services Agreement

Master Contract for the Supply of Service Agreement

This Master Contract for the Supply of Service Agreement (this "Agreement") is entered into by and between the Vivantio entity set forth in Section 13.5 (the "Company") and you ("Customer") and governs your use and access of the Service (defined below).

For purposes of this Agreement, "you" or "Customer" refers to you as the user of the Service. If the individual accepting this Agreement is acting on behalf of an entity, such individual represents and warrants that they have the right, power and authority to act on behalf of and bind such entity.

BY EXECUTING AN ORDER FORM REFERENCING THIS AGREEMENT, CUSTOMER HEREBY ACCEPTS TO BE BOUND TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MAY NOT USE THE SERVICE.

1. Definitions

"Authorized User" means any person who is authorized by Customer to access and use the Service. Any individual using Customer's access credentials or creating an account from an invitation sent by Customer will be presumed to be authorized by Customer unless Customer notifies the Company that such individual is not authorized.

"Confidential Information" means all business, technical or third party information of a party, including trade secrets, know-how, processes, pricing and financial data, software and documentation, which are provided, disclosed, or made available to the other party under this Agreement that is either identified, orally or in writing, as confidential or would be understood to be confidential by a reasonable person under the circumstances of disclosure.

"Service" means the Company's proprietary IT Service Management, Customer Service Management, and Enterprise Service Management products, which are designed to scale and customize service operations across an organization.

2. Service Access; Restrictions

2.1 Order Forms

From time to time, the parties may execute order forms setting forth the specific terms of Customer's usage of the Service, including the specific Service features that Customer is subscribing to, pricing and the applicable subscription term. In the event of different or conflicting terms between an Order Form and this Agreement, the terms of the Order Form shall govern but solely with respect to the services covered by such Order Form.

2.2 Access to the Service

Subject to the terms of this Agreement and the applicable Order Form(s), the Company hereby grants Customer a non-exclusive right to access and use the Service solely for Customer's internal business purposes during the Term.

2.3 Usage Restrictions

Customer will not, and will not permit its Authorized Users or any third party to:

1. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, or underlying structure, ideas, know-how or algorithms relevant to the Service (except to the extent such restrictions are contrary to applicable law);
2. modify, translate, copy, or create derivative works based on the Service;
3. use the Service for timesharing or service bureau purposes or otherwise for the benefit of a third party (other than Authorized Users);
4. use the Service to create or develop a competitive product or service;
5. attempt to gain unauthorized access to the Service or make the Service available to anyone other than its Authorized Users;
6. send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs through the Service;
7. interfere with or disrupt the integrity or performance of the Service;
8. circumvent, remove, alter or thwart any technological measure or content protections of the Service;
9. use any spider, crawler, scraper or other automatic device, process or software that intercepts, mines, scrapes, extracts or otherwise accesses the Service to monitor, extract, copy or collect information or data from or through the Service;
10. use the Service in violation of applicable law (including applicable export control laws); or
11. otherwise use the Service except as expressly permitted herein.

2.4 Authorized Users

As part of the registration process, Customer will identify an administrative user name and password for Customer's account. Customer may use the administrative user name and password to create accounts for additional Authorized Users. Authorized Users are not permitted to share their accounts with any other person or entity. Customer agrees that it is responsible for ensuring that it and its Authorized Users maintain the confidentiality of their account information and its Authorized Users comply with this Agreement. Customer acknowledges that it is solely responsible for any liabilities arising from (a) an Authorized User's non-compliance with this Agreement and (b) any activity that occurs through an Authorized User's account. Although the Company has no obligation to monitor Customer's use of the Service, the Company may do so and may prohibit any use of the Service it believes may be in violation of this Agreement.

2.5 Service Limits

Customer's access and use of the Service are subject to the usage limits set forth on the applicable Order Form. Unless otherwise specified, a quantity in an Order Form refers to Authorized Users, and the Service may not be accessed by more than that number of permitted Authorized Users. If Customer exceeds any such usage limit, then Customer will either (a) reduce its usage to conform to the applicable limit or (b) execute a new Order Form for additional usage of the applicable Service. In either case, Customer shall be responsible for paying any excess usage fees. In addition to all other remedies available hereunder and at law, the Company may immediately suspend access to the Service if Customer exceeds its permitted usage limit.

2.6 Modifications

The Company may modify, amend, alter, supplement or replace the Service from time to time, in whole or in part, without any notice to Customer; provided that the Company will use reasonable efforts to provide Customer written notice if the Company believes that any modification, amendment, alteration, supplement or replacement will cause a material adverse effect on Customer's access to or use of the Service. Customer agrees that its entry into this Agreement is not contingent on the Company developing, delivering or otherwise making available any future functionality or features of the Service, or dependent on any oral or written public comments made by the Company regarding future functionality or features of the Service.

2.7 Third Party Services

The Service contains certain features and functionalities that integrate and/or interoperate with certain third party products, services or applications (the "Third Party Services"). All use of Third Party Services are subject to the applicable terms of the provider of such Third Party Service. The Company is not responsible for any Third Party Service, including for the availability or reliability of a Third Party Service, or the accuracy or completeness of information shared by or available through such Third Party Service, or the privacy practices of the provider of such Third Party Service.

2.8 AI Output

Customer acknowledges and agrees that the Service utilizes various artificial intelligence ("AI") tools that allow Customer to submit text, information, voice, files (e.g. Excel, Word, PDF) and/or image inputs to generate information, recommendations, suggestions or other output (collectively, "Output"). Customer acknowledges that there are numerous limitations that apply with respect to content, data or output generated by AI tools due to the fact that it is automatically generated, including that it may contain errors or misleading information and may be similar to output generated for other users. Customer is solely responsible for any reliance on the accuracy or completeness of any Output and shall use Output only after appropriate human review and validation. Customer shall not remove any labels or markings added to Output by Company that identifies such Output as having been generated or manipulated by AI.

2.9 AI Agents

The Service includes features that permit Customer to receive recommendations and suggestions for Customer's business operations, and deploy AI-enabled automated agent(s) ("AI Agents") to take certain actions and complete certain tasks autonomously on Customer's behalf. Customer further acknowledges that AI Agents are tools and not decision makers; accordingly, Customer is solely responsible for determining the suitability of any action that Customer permits through the Service and for reviewing, managing, and supervising such permissions it grants to the AI Agents and the Service. Customer is solely responsible for any notices, consents, disclosures, approvals, monitoring, permissions, or other steps required by applicable law in connection with its use of AI Agents.

2.10 Affiliates

Any affiliate of Customer will have the right to enter into an Order Form executed by such affiliate and the Company and this Agreement will apply to each such Order Form. Customer will be responsible for any breach of this Agreement by its affiliates as if such breach were by Customer.

2.11 Beta Services

From time to time, the Company may make certain features or functionalities available to Customer that are identified as "beta", "pilot", "limited release" or other similar designation (the "Beta Offerings"). Customer may choose to try such Beta Offerings or not in its sole discretion. Notwithstanding anything to the contrary in this Agreement, Customer's access and use of the Beta Offerings shall be on an "AS IS" and "AS AVAILABLE" basis without warranty of any kind and the Company shall not have any liability of any kind with respect to Customer's access and use of Beta Offerings.

3. Data

3.1 Customer Data

Customer is responsible for (a) the accuracy, quality and legality of all data, content, information, and other materials uploaded, posted or otherwise provided to or through the Service by Customer and its Authorized Users (the "Customer Data"), and (b) the means by which Customer acquired Customer Data. Customer represents and warrants that Customer has provided all necessary and appropriate notices and opt-outs, and has obtained all necessary and appropriate consents, approvals and rights to collect, process, use, store, enhance and disclose the Customer Data and allow the Company to use, store, disclose and otherwise process such Customer Data as contemplated by this Agreement. Customer hereby grants the Company a non-exclusive, royalty-free, fully-paid worldwide license (with the right to sublicense to the Company's subcontractors performing services for the Company and to third party service providers used by the Company in providing the Service) to access, use, reproduce and create derivative works of all Customer Data to provide, support and improve the Service.

3.2 Usage Data

The Company shall have the right to collect and analyze data and other information relating to Customer's use and access of the Service on an aggregated, de-identified basis ("Usage Data") and the Company will be free (during and after the Term) to use such Usage Data for any lawful purpose.

3.3 Data Portability and Deletion

Throughout the term of each subscription, Customer may use data export features available through the Service to download and export Customer Data. After the subscription term has ended, the Company will have no obligation to maintain or provide Customer Data, and may thereafter delete or destroy all copies of Customer Data in the Company's systems or otherwise in the Company's control, unless legally prohibited. If Customer is based in the European Union or European Economic Area, and the Service qualifies as a "data processing service" as defined in the EU Data Act, the EU Data Act Addendum available at https://www.vivantio.com/eu-data-act-addendum/ shall apply.

3.4 Privacy

The Company will process, handle, and protect Personal Data (as defined in the DPA) according to the terms of the Company Data Processing Addendum available at https://www.vivantio.com/data-processing-addendum/ (the "DPA").

4. Proprietary Rights

4.1 Company Rights

The Company shall own and retain all right, title and interest in and to (a) the Service, and all improvements, enhancements or modifications thereto, (b) all results and work product developed in the performance of support services, and (c) all intellectual property rights related to any of the foregoing. All rights to the Service not expressly granted under this Agreement are reserved by the Company.

4.2 Feedback

Customer acknowledges that all suggestions for corrections, changes, additions or modifications to the Service or any features or functionalities thereof, and any other feedback provided by Customer (collectively, "Feedback") are the exclusive property of the Company and Customer hereby assigns all rights in and to any Feedback to the Company.

4.3 Customer Rights

As between the parties, subject to the Company's rights to use the Customer Data as granted by Customer above, Customer owns all right, title and interest in and to the Customer Data.

5. Payment of Fees

5.1 Payment

Customer shall pay the fees specified in each Order Form and other applicable fees that may be due hereunder (the "Fees"). The Company may increase pricing upon the commencement of any renewal term by up to 20% per annum above the applicable pricing in the prior term without prior notice, unless we provide you notice of different pricing at least 60 days prior to applicable renewal. The Company shall bill Customer through an invoice. Any charges that Customer disputes must be notified to the Company within thirty (30) days after the mailing date of the invoice, or within such longer period of time as may be required under applicable law. Full payment for invoices issued in any given month must be received by the Company thirty (30) days after the mailing date of the invoice. Unpaid Fees are subject to a finance charge of 1.5% per month, or the maximum permitted by law, whichever is lower. Customer shall be responsible for all taxes associated with its use of the Service other than taxes based on the Company's net income.

6. Confidentiality

6.1 Confidential Information

Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose Confidential Information. Confidential Information of the Company includes non-public information regarding features, functionality and performance of the Service, and pricing terms for the Service. The Receiving Party agrees: (a) to use at least the same care and precaution in protecting the Disclosing Party's Confidential Information as the Receiving Party uses to protect its own proprietary information and trade secrets, but in no event less than a reasonable degree of care and (b) not to use or disclose to any third party any of Disclosing Party's Confidential Information except for the Receiving Party's employees, contractors, attorneys, advisors and potential investors who are bound by written agreement to keep such information confidential. For clarity, the limitations of this Section 6 will not restrict the rights granted above in Section 3 with respect to the Company's use of Customer Data.

6.2 Exceptions

The Disclosing Party agrees that Section 6.1 shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party or (d) was independently developed without use of any Confidential Information of the Disclosing Party.

6.3 Disclosure by Law

Notwithstanding this Section 6, the Receiving Party may disclose the Confidential Information of the Disclosing Party in the event that the Receiving Party receives a subpoena or other government process that purports to require the production of Confidential Information of the Disclosing Party for use in an action or proceeding, provided that the Receiving Party shall (a) promptly inform the entity issuing such subpoena or other government process of the existence of this Agreement, (b) promptly inform the Disclosing Party of the receipt of such subpoena or other government process and (c) not oppose any effort by the Disclosing Party to quash or limit any such subpoena or other government process. In the event the Disclosing Party fails to intervene to quash or limit such subpoena or other government process after being given notice and a reasonable opportunity to do so or such intervention fails or is denied by a court of competent jurisdiction, such Confidential Information may be produced; provided, that such Confidential Information shall not lose its confidential status through such use and the Receiving Party shall take all reasonable and necessary steps to maintain the confidentiality of such Confidential Information during such use.

6.4 Return of Confidential Information

Upon the request of either party, copies and embodiments of such party's Confidential Information shall be promptly returned to such party by the Receiving Party or destroyed by the Receiving Party, and the Receiving Party agrees to certify such destruction in writing.

7. Term and Termination

7.1 Term

Subject to earlier termination as provided below, this Agreement will commence on the effective date of an Order Form and continue for the term as specified on the applicable Order Form ("Initial Term") and shall be automatically renewed for additional periods of the same duration as the Initial Term (collectively, the "Term"), unless either party provides the other with written notice of non-renewal at least forty five (45) days prior to the end of the then-current Term.

7.2 Termination for Breach

Either party may terminate this Agreement upon written notice if the other party materially breaches any of the terms or conditions of this Agreement and fails to cure such breach within thirty (30) days of notice thereof.

7.3 Suspension

Without limiting the Company's rights under Section 7.2, the Company may immediately suspend access to the Service if Customer breaches this Agreement until such breach is cured.

7.4 Effects of Termination

No termination of this Agreement shall affect any rights or liabilities of a party that accrued prior to the date of termination, including any Fees accrued or payable to the Company prior to the effective date of termination.

7.5 Survival

The provisions of Sections 1, 3.1, 3.2, 3.3, 3.4, 4, 5, 6, 7.4, 7.5, 8, 9, 10, 11, 12, and 13 shall survive any termination of this Agreement.

8. Representations and Warranties; Disclaimer

8.1 By Both Parties

Each party represents and warrants to the other party that: (a) it is duly organized, validly existing, and in good standing under the laws of the US state or other jurisdiction of its formation or incorporation and has full right and power to enter into this Agreement and to perform fully all of its obligations hereunder; and (b) it is not party to any other agreements, written or oral, with any third party in conflict herewith.

8.2 By the Company

The Company represents and warrants that the Service will operate in material conformity with the specifications set forth in writing and mutually agreed upon by the parties in an applicable Order Form or other written agreement between the parties, if any. In the event of a breach of the warranty in this Section 8.2, Customer shall notify the Company in writing of the alleged issue, providing details of the problems, and upon confirmation of the issue by the Company, the Company will use commercially reasonable efforts to promptly correct any identified problem or provide workarounds that address the identified issue to enable the Service to perform in accordance with this limited warranty. If the Company is unable to correct any identified problem, the Company shall notify Customer and Customer shall have the right to terminate this Agreement upon thirty (30) days' written notice to the Company. The foregoing shall be the Company's sole obligation and exclusive liability, and Customer's sole and exclusive remedy, for any breach of the warranty in this Section 8.2. This Section 8.2 shall not apply to Customer's use of any Beta Offering or during any unpaid pilot.

8.3 Disclaimer

EXCEPT FOR THE WARRANTIES EXPLICITLY SET FORTH IN THIS SECTION 8, THE SERVICE, AND ALL OTHER SERVICES, DATA AND INFORMATION PROVIDED BY THE COMPANY ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OR CONDITION OF ANY KIND. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY HEREBY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE OR THAT THE QUALITY OF THE SERVICE, OR ANY OTHER SERVICES, DATA, INFORMATION, OR OTHER MATERIAL OBTAINED THROUGH USE OF THE SERVICE, WILL MEET CUSTOMER'S EXPECTATIONS.

9. Indemnification

9.1 By the Company

Subject to Section 10, the Company will (a) defend and hold harmless Customer from any claim, suit or proceeding ("Claim") brought against Customer by a third party alleging that the Service infringes any intellectual property right of such third party and (b) indemnify and hold Customer harmless from any damages, losses, expenses, costs or liabilities finally awarded against Customer by a court of competent jurisdiction as a result of such Claim (or any settlement approved by Company in writing) in connection with any such Claim. Notwithstanding the foregoing, the Company will have no obligation under this Section 9.1 or otherwise with respect to any Claim to the extent based upon (i) any unauthorized use, reproduction, or distribution of the Service or any breach of this Agreement by Customer, (ii) any combination of the Service with other products, equipment, software or data not supplied by the Company, (iii) any modification of the Service by any person other than the Company or its authorized agents or contractors, or (iv) any activity after the Company has provided Customer with a work around or modification that would have avoided such issue without materially adversely affecting the functionality or availability of the Service (items (i) through (iv), the "Excluded Activities"). If the Company reasonably believes that all or any portion of the Service, or the use thereof, is likely to become the subject of any infringement Claim, the Company may procure, at the Company's expense, for Customer the right to continue using the Service in accordance with the terms hereof, replace or modify the allegedly infringing Service to make it non-infringing, or, in the event the preceding is infeasible or not commercially practicable, the Company may, in its sole discretion, terminate this Agreement upon written notice to Customer and the Company will refund Customer any pre-paid amounts for periods that have not yet occurred on the date of termination. This Section 9.1 shall be Customer's sole and exclusive remedy, and the Company's sole and exclusive liability, with respect to any infringement claims relating to Customer's use of the Service. This Section 9.1 will not apply to any Beta Offering, Third Party Service or use of the Service during any unpaid pilot period.

9.2 By Customer

Customer will indemnify, defend and hold harmless the Company from any damages, losses, expenses, costs or liabilities incurred by the Company in connection with any Claim brought against the Company by a third party arising from or related to an Excluded Activity.

9.3 Indemnification Procedures

A party seeking indemnification under this Section 9 will provide the indemnifying party with prompt written notice of the relevant Claim (provided that the failure to provide prompt notice will only relieve the indemnifying party of its obligations to the extent it is materially prejudiced by such failure) and permit the indemnifying party to control the defense of such Claim. The indemnified party may employ counsel at its own expense to assist it with respect to such Claim; provided, however, that if such counsel is necessary because the indemnifying party does not assume control, the indemnifying party will be responsible for the expense of such counsel. The party controlling the defense of a Claim shall keep the other party advised of the status of such Claim and the defense thereof. Neither party shall have the authority to settle a Claim on behalf of the other party.

10. Limitation of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR AMOUNTS PAYABLE IN CONNECTION WITH CUSTOMER'S BREACH OF SECTION 2.3, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY PARTY CLAIMING THROUGH THE OTHER PARTY FOR (A) ANY INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS (WHETHER DIRECT OR INDIRECT) ARISING OUT OF THIS AGREEMENT OR ANY DELAY OR INABILITY TO USE THE SERVICE OR (B) EXCEPT FOR AMOUNTS PAYABLE BY CUSTOMER, ANY DAMAGES IN EXCESS OF THE AGGREGATE FEES PAID OR PAYABLE TO THE COMPANY HEREUNDER IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE CLAIM FIRST AROSE (LESS ANY AMOUNTS ALREADY PAID OR PAYABLE BY THE PARTY INCURRING LIABILITY TO THE OTHER PARTY (INCLUDING BY WAY OF DAMAGES, SETTLEMENT OR OTHERWISE) ARISING DUE TO ANY OTHER PREVIOUS CLAIM. "LIABILITY" MEANS ANY AND ALL LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

11. Amendments

The Company reserves the right, at its sole discretion, to update or replace this Agreement at any time. If the Company does this, it will publish the updated Agreement at a new URL and update the "Last Revised" date accordingly. Each version of this Agreement is archived at its original URL and will continue to govern any Order Forms that reference it. The most current version of this Agreement is available at https://www.vivantio.com/master-services-agreement/. An updated version of this Agreement will apply to Customer either (a) upon Customer's continued use of the Service after being notified that a new version of this Agreement is available, or (b) upon Customer's execution of a new Order Form (including renewals thereof) referencing the updated version of this Agreement. If any updated version of this Agreement is not acceptable to Customer, Customer's only remedy is to stop using the Service.

12. Government Matters

As defined in FAR section 2.101, the Service (including the software, documentation and data related thereto) are "commercial items" and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

13. Miscellaneous

13.1 Assignment

Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign this Agreement in connection with a merger or sale of all or substantially all of such party's assets or stock. Any attempted assignment by either party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.

13.2 Severability

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

13.3 Third Party Rights

A person who is not a party to this Agreement shall not have any rights to enforce any term of this Agreement and the rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any other person.

13.4 Entire Agreement

Each party acknowledges that, in entering into this Agreement, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this Agreement or not) other than as expressly set out in this Agreement. This Agreement constitutes the full and entire understanding and agreement of the parties with regard to the subject matter hereof, and supersedes all prior agreements or understandings, written or oral, between the parties with respect to the subject matter hereof. Nothing in this Section shall limit or exclude any liability for fraudulent misrepresentation.

13.5 Contracting Entity, Notices, Governing Law, and Venue

The Company entity entering into this Agreement, the address to which Customer should direct notices under this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where the Customer is domiciled.

For Customers domiciled in the United States

For Customers domiciled outside of the United States

13.6 Force Majeure

Without limiting anything herein, and except for Customer's payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including, but not limited to, governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, epidemics, pandemics, and power failures.

13.7 Contact

Please contact the Company at [email protected] to report any violations of this Agreement or to pose any questions regarding this Agreement or the Service.

13.8 Interpretation

Any words following the terms 'including', 'include', 'in particular', 'for example', 'i.e.', 'other' and 'otherwise' or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and includes all subordinate legislation made from time to time under that statute or statutory provision. A reference to this Agreement or to any other agreement or document referred to in this Agreement is a reference to this Agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this Agreement) from time to time. A reference to writing or written includes e-mail but not fax. When a number is expressed both in words and numbers, in the event of a conflict the words shall be deemed correct. A reference to efforts (including 'reasonable efforts' or any similar formulation) shall have the same meaning as the equivalent reference to endeavours and vice versa.