OneStock Main Subscription Agreement

Last updated: 20 June 2025

This Main Subscription Agreement (“Agreement”) is between the applicable OneStock company defined below and listed in the applicable Order Form (‘OneStock’) and the Customer identified in the corresponding Order Form (‘Customer’) referencing this Agreement. 

This Agreement becomes effective when the Customer enters into an Order Form with OneStock or when the Customer accesses or uses the Services. Capitalized terms not otherwise defined in this Agreement will have the respective meanings assigned to them in Section 13. 

1. USE OF THE SERVICES
   1. Permitted Use. Subject to the terms and conditions of this Agreement, OneStock hereby grants to Customer worldwide, non-transferable, non-exclusive, non-sublicensable right to access and use the Services during the Term only for Customer’s internal business purpose and in accordance with the supporting technical documentation provided to Customer by OneStock or available via OneStock’s platform (‘Documentation’) and this Agreement. 
   2. Authorised Users. Only Authorised Users may access and use the Services. Customer is responsible for properly configuring the Services in accordance with the Documentation, enabling single sign-on for Customer’s accounts and maintaining the security and accuracy of its account passwords (including but not limited to, administrative and user passwords). Customer shall be responsible for ensuring that Authorised Users comply with the terms of this Agreement, and for the acts, omissions or breaches hereunder by any Authorised Users, or any other individuals using Customer’s account or credentials for the Services. Customer shall promptly notify OneStock if any customer credentials have been lost, stolen or made available to an unauthorized third party or an unauthorized third party has accessed the Services or Customer Data. 
   3. Affiliates. Customer Affiliates may only use the Services if each authorized Affiliate is expressly set out in the Customer’s Order Form, provided that Customer shall then be responsible for its Affiliates’s compliance with this Agreement.
   4. Usage Restrictions. Customer shall not, directly or indirectly: (i) make the Services available to, or use the Services for the benefit of, anyone other than Customer or the Authorised Users; (ii) provide access to, distribute, sell or sell, resell or sublicense the Services to third parties, or include any Services in an outsourcing offering; (iii) use the Services to store or transmit infringing, libelous, or otherwise unlawful, or tortious content, material or data or in any unlawful manner or for any unlawful purpose; (iv) store, use, process, or transmit material or data on or through the Services in violation of third-party rights, including without limitation privacy rights or any contract to which Customer is a party; (v) use the Services to store or transmit malicious or disruptive code; (vi) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; (vii) attempt to gain unauthorized access to the Services or its related systems or networks; (viii) permit direct or indirect access to or use of the Services in a way that circumvents a contractual usage limit; (ix) copy the Services or any part, feature, function or user interface thereof; (x) frame or mirror any part of any Services, other than framing on Customer’s own internal intranets; (xi) access or use the Services for benchmarking or similar competitive analysis purposes or in order to build a competitive product or service; (xii) modify, translate, or create derivative works based on the Services or any underlying software or (xiii) decompile, disassemble, decipher or reverse engineer the Services, or otherwise attempt to access or derive any source code or underlying ideas or algorithms of any part of the Services (except to the extent such restriction is expressly prohibited by applicable statutory law, and only upon providing advance written notice to OneStock). OneStock may suspend access to the Service by any Authorised User pending an investigation of misuse, provided that OneStock will promptly notify Customer of the reason for suspension via the Service.
   5. Licence to Customer Data. Customer hereby grants OneStock a non-exclusive, worldwide, royalty-free, fully paid-up right and license to host, use, copy, transmit and display Customer Data as appropriate for OneStock to provide and ensure proper operation of the Services in accordance with this Agreement, including to provide insights, recommendations and value analysis to optimize Customer’s use of the Services. Customer agrees that (i) the quality of the Services depends on the uploading or other provisioning of the Customer Data into the Services, as applicable, and (ii) OneStock will not assume any responsibility for, or undertake to verify the accuracy or completeness of, the Customer Data entered by Customer. Authorised Users are responsible for testing and reviewing the results they obtain from using the Services.
   6. Limitations. OneStock will not be responsible or liable for any failure in the Services resulting from or attributable to (i) Customer Data or failures to deliver Customer Data to OneStock; (ii) failures in any telecommunications, network or other service or equipment outside of OneStock’s facilities; (iii) Customer’s, or any third party’s (acting on Customer’s behalf), products, services, negligence, willful misconduct, breach of this Agreement or other unauthorized access or use; or (iv) any force majeure or other cause beyond OneStock’s reasonable control. 
   7. Feedback. At all times OneStock will have the unrestricted right to use and act upon any suggestions, ideas, enhancement requests, feedback and recommendations provided by Customer specifically relating to the features, functionality and performance of the Services. 

2.  THIRD PARTY SERVICES, PROFESSIONAL SERVICES AND EVALUATION
   1. Third Party Services. Customer (and not OneStock) will elect to use Third Party Services, and any such use is solely the responsibility of Customer and the applicable third party provider. If Customer installs or enables Third Party Services for use with Services, Customer acknowledges that (i) Third Party Services are not subject to the terms of this Agreement; (ii) OneStock has no liability for Third Party Services; and (iii) providers of those Third Party Services may have access to Customer Data in connection with the interoperation and support of such Third Party Services with the Services. To the extent Customer authorizes the access or transmission of Customer Data through a Third Party Service, OneStock will not be responsible for any use, disclosure, modification or deletion of such Customer Data.
   2. Professional Services. If any Order Form includes professional services (including account set-up, enablement, training or other technical services provided by OneStock in relation to the Services), the OneStock Professional Terms will govern those professional services. 
   3. Evaluation Services. OneStock may offer Services to Customer on an evaluation basis until the earlier of (i) the end of the applicable evaluation period; (ii) the start date of any subscription to the Services that Customer purchases pursuant to an Order Form; or (iii) any termination of the evaluation by OneStock for any reason, or for no reason at all, by sending Customer a termination notice with immediate effect. THE EVALUATION SERVICES ARE PROVIDED ‘AS IS’ FOR LIMITED EVALUATION PURPOSES ONLY. 

3. AVAILABILITY AND SUPPORT

During the Term and as elected by the Customer in the Order Form:

1. OneStock will provide support to Authorised Users as elected by the Customer in the Order Form and described in the OneStock Support Terms available at https://www.onestock-retail.com/en/legals/request-documents/ (‘Support’); and
2. The Platform will be subject to OneStock Service Level Agreement (‘SLA’) available at https://www.onestock-retail.com/en/legals/request-documents/. 

4. FEES AND EXPENSES
   1. Payment. Customer shall be responsible for and shall pay OneStock the fees set forth in the applicable Order For in accordance with the terms therein (‘Fees’). All amounts are stated in, and will be paid in the currency set out in the Order Form. Customer shall pay invoices by bank transfer within thirty (30) days of the date of the invoice. Payment obligations are non-cancelable and, except as expressly set forth in this Agreement, fees will not be refunded or pro-rated for any reason. If Customer’s usage exceeds the subscribed-for amount indicated in an Order Form, Customer shall be responsible for paying any overages charges based on the rates set forth in the applicable Order Form. If Customer has a good faith dispute of an invoice (or any portion thereof), it shall provide OneStock by the invoice due date with (a) written notice, (b) reasonable detail of the basis of such dispute, and (c) payment of the undisputed portion of the invoice.  Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. Without limitation of its other rights, OneStock may suspend access to the Service for failure to pay any fees when due after thirty (30) days’ notice of such failure, provided that OneStock will reinstate the Service once payment has been made. 
   2. Pricing adjustment. Except as expressly provided in the applicable Order Form (i) Fees may be revised annually without any further notice, and such increase not to exceed the greater of 2% or the annual increase of the applicable consumer price index based on the Customer’s legal domicile; (ii) renewal of promotional or one-time priced subscriptions will be at OneStock’s applicable list price in effect at the time of the applicable renewal; and (iii) if at any time compliance with any applicable law or regulation would materially increase OneStock’s costs or risks in providing the Services or if OneStock’s material service providers implement additional charges, OneStock may increase its Fees by providing the Customer 3 months’ notice and the Customer, at the end of such notice period, will have the right to terminate this Agreement upon providing written notice to OneStock with immediate effect. 
   3. Taxes. All amounts and fees stated or referred to in this Agreement are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, “Taxes”). Customer shall be responsible for paying all Taxes that apply to its orders, other than OneStock’s income tax. 

5. TERM AND TERMINATION
   1. Term. This Agreement commences on the Effective Date listed in the first Order Form executed by the parties and continues in effect through the duration of all Order Forms hereunder, unless terminated earlier in accordance with the terms of this Agreement (the ‘Term’).  
   2. Term of Purchased Subscription. The term of each subscription is set forth in the applicable Order Form.  Except as otherwise specified in an Order Form,  subscriptions will automatically renew for additional terms equal to the expiring subscription term, unless and until either party gives the other notice of non-renewal at least thirty (30) days prior to the end of the then-current subscription term. Subject to Section 4.2, the pricing during any renewal term will not change from the immediately prior term unless OneStock has given Customer written notice of a pricing increase at least forty five (45) calendar days before the end of the applicable prior term. 
   3. Termination.  If either party materially breaches any of its duties or obligations under this Agreement, and such breach is not cured within thirty (30) calendar days of the non-breaching party providing the breaching party with written notice of the breach, the non-breaching party may terminate this Agreement or the applicable Order Form, as applicable. In addition, either Party may terminate all Order Forms and this Agreement, effective on written notice to the other Party, in the event that the other Party (i) becomes insolvent, enters into bankruptcy or any similar financial reorganization or legally binds itself to any such reorganization or (ii) makes any assignment of its rights or assets for the benefit of its creditors.
   4. Effect of Termination. Upon expiration or termination of this Agreement, Customer’s access to Services will cease. In the event of termination for Customer’s material breach in accordance with Section 5.3 (Termination), Customer shall pay OneStock all fees due under any terminated Order Form(s) for the entire subscription period set forth therein. In the event of termination for OneStock’s material breach in accordance with Section 5.3 (Termination) OneStock will refund to Customer a pro-rated amount of the prepaid fees for Services not provided under the applicable Order Form(s) as of the termination effective date. For clarity, termination of this Main Subscription Agreement will terminate all outstanding Order Forms.
   5. Data Portability and Deletion. Upon request by Customer and subject to the parties rights and obligations herein, which must be made within ten (10) calendar days after the effective date of termination or expiration of this Agreement, OneStock will use commercially reasonable efforts to make the Customer Data available to Customer for export or download. After that 30-day period, OneStock will have no obligation to maintain or provide Customer Data, and will thereafter delete or destroy all copies of Customer Data in OneStock’s systems or otherwise in OneStock’s possession or control, unless legally prohibited.
   6. Surviving Provisions.  The sections and subsections titled “Fees and Expenses” (to the extent any payment obligations remain outstanding), “Effect of Termination,” “Data Portability and Deletion,” “Disclaimers,” “Confidential Information,” “Proprietary Rights,” “Mutual Indemnification,” “Limitation of Liability,” and “General Provisions” will survive any termination or expiration of this Agreement.

6. REPRESENTATIONS AND WARRANTIES
   1. Representations and Warranties.  Each party represents and warrants that: (i) it is a corporation duly organized and validly existing under the laws of the jurisdiction in which it is incorporated; (ii) it has full corporate power and authority, and has obtained all corporate approvals, permissions and consents necessary, to enter into this Agreement and to perform its obligations hereunder; (iii) this Agreement is legally binding upon it and enforceable in accordance with its terms; and (iv) the execution, delivery and performance of this Agreement does not and will not conflict with any agreement, instrument, judgment or understanding, oral or written, to which it is a party or by which it may be bound.
   2. OneStock Warranties.  OneStock warrants that during the Term: (i) OneStock will not materially decrease the overall security of the Services; (ii) the Services will perform in accordance with the Documentation in all material respects; and (iii) OneStock will not materially decrease the overall functionality of the Services. Without limiting OneStock’s obligations herein, Customer’s exclusive remedies for a breach of warranty in this Section 6.2 shall be to exercise the express rights provided in Sections 5.3 and 5.4 or claim the relevant credits set forth in the applicable SLA. 
   3. Customer Warranties. Customer represents, warrants and covenants that (i) all Customer Data provided hereunder has been collected and provided by or on behalf of Customer in accordance with all applicable laws, rules and regulations; (ii) it owns all rights, title and interest in and to the Customer Data, or that Customer has otherwise secured all necessary rights in the Customer Data as may be necessary to permit the access, use and distribution thereof as contemplated by this Agreement; (iii) it shall only use Services in accordance with all applicable laws, rules and regulations and this Agreement and any relevant documentation provided by OneStock; and (iv) it shall not provide OneStock with any Customer Data that is personally identifying information subject to specialized security regimes, including without limitation personal financial information, personal health information subject to the Health Insurance Portability and Accountability Act (“HIPAA”),  and credit card information subject to the standards promulgated by the PCI Security Standards Council (“PCI”), and their international equivalents. 
   4. Disclaimers.  EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. ONESTOCK MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING (A) THE SUITABILITY OR COMPLETENESS OF THE SERVICES, (B) THE RESULTS CUSTOMER MAY OBTAIN BY USING THE SERVICES, (C) THE SERVICES MEETING CUSTOMER’S REQUIREMENTS, OR (D) ANY THIRD PARTY SERVICES. 

7. CONFIDENTIAL INFORMATION
   1. Definition of Confidential Information.  “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or  proprietary, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer’s Confidential Information includes Customer Data; OneStock’s Confidential Information includes the Services, and Confidential Information of each party includes the terms and conditions of this Agreement (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, source code and business processes disclosed by such party. However, Confidential Information of a Disclosing Party does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is rightfully received from a third party without breach of any obligation owed to the Disclosing Party or (iv) was independently developed by the Receiving Party without use of or reference to the Confidential Information of the Disclosing Party.
   2. Protection of Confidential Information. The Receiving Party shall use the same degree of care that it uses to protect the Confidential Information of the Disclosing Party as it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care).  The Receiving Party shall (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, only disclose Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who (A) need that access for purposes consistent with this Agreement and (B) have confidentiality obligations with respect to the Disclosing Party’s Confidential Information consistent with those contained herein. Neither party shall disclose the terms of this Agreement to any third party other than (1) its Affiliates, legal counsel and accountants or (2) in connection with a bona fide due diligence inquiry for a financing, acquisition or similar transaction, in each case subject to confidentiality obligations consistent with this Agreement, without the other party’s prior written consent. A Receiving Party will be responsible for any breaches of confidentiality obligations hereunder by any third party to whom it discloses the Disclosing Party’s Confidential Information.  Notwithstanding anything to the contrary set forth herein, OneStock may collect and use data regarding the use and performance of the Service to analyze and improve the Service, and for distribution in general benchmarking data and industry reports, provided that any reported user data is aggregated and anonymized such that no personally identifying information of Customer or its users is revealed.
   3. Compelled Disclosure.  The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. 

8. PROPRIETARY RIGHTS
   1. Customer Data. As between the parties, except for the licenses set forth in this Agreement, all right, title and interest in and to the Customer Data is and will remain the sole and exclusive property of Customer. 
   2. OneStock. As between the parties, all right, title and interest in and to the Services, and all copies, modifications and derivative works thereof (including all ideas, concepts, inventions, systems, platforms, updates, software, techniques, methods, processes, algorithms, know-how, trade secrets and other technologies implementations and information on which the Services are based) are and will remain the sole and exclusive property of OneStock.
   3. No License. Except as expressly set forth in this Agreement, no license or other right, title or interest is granted by either party to the other with respect to the Confidential Information, Services or Customer Data.

9. INFORMATION SECURITY
   1. Each Party has obligations with respect to security and privacy as set forth in this Agreement, which they consider appropriate pursuant to the requirements of Applicable Data Protection Laws (as defined in the DPA) in light of the nature, purpose, and risks of the processing personal data in connection with the Services.
   2. OneStock will implement and maintain a commercially reasonable information security program including appropriate administrative, physical, and technical safeguards  designed to: (a) protect the security and confidentiality of the Service and Customer Data; and (b) protect against accidental loss or from unauthorized access, use, alteration, or disclosure, as described in OneStock Security Measures.   
   3. The terms of the OneStock DPA) are hereby incorporated by reference and apply to the processing by OneStock of Personal Data (as defined under Applicable Data Protection Laws) which is part of Customer Data. 

10. MUTUAL INDEMNIFICATION
    1. Indemnification by OneStock.  OneStock will defend Customer against any claim, demand, suit or proceeding (“Claim”) made or brought against Customer by a third party alleging that Customer’s use of the Services in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights, and will indemnify and hold harmless Customer from any damages, attorney fees and costs finally awarded to such third parties as a result of, or for any amounts paid by OneStock under a settlement of, such Claim made in accordance with the terms of Section 10.4 (Indemnification Procedure).  The foregoing obligations do not apply with respect to any Claim based on or arising from (i) the Customer Data; (ii) Third Party Services; (iii) the Services or portions or components thereof (A) used not strictly in accordance with this Agreement or in an environment or on a platform or with devices for which it was not designed or contemplated; (B) made in whole or in part in accordance with Customer specifications; (C) modified or altered by Customer or a third party acting on behalf of Customer; or (D) combined with other products, services, processes, content or materials not supplied by OneStock where the alleged infringement would not have occurred without such combination.  The foregoing obligations also do not apply to (E) any continuing allegedly infringing activity after being notified thereof or provided modifications that would have avoided the alleged infringement, or (F) any Claims based on or arising out of Customer’s, Customer’s Affiliates, or Customer’s Authorised Users breach of this Agreement (A) through (F) collectively, the “Excluded Claims”).  
    2. Infringement. If OneStock receives information about an infringement or misappropriation claim arising directly out of the Services (and not arising out of an Excluded Claim), OneStock may in its discretion and at no cost to Customer (i) modify the Services so that they no longer infringe or misappropriate; (ii) obtain a license for Customer’s continued use of the Services in accordance with this Agreement or (iii) if (i) and (ii) are not practicable despite OneStock’s reasonable efforts, then OneStock may terminate Customer’s subscription for the Services and refund Customer a prorated amount of any prepaid fees covering the remainder of the term of the terminated subscriptions. Sections 10.1 and 10.2 state OneStocks sole liability, and Customer’s exclusive remedy, for any infringement or misappropriation of third-party intellectual property rights with respect to the Services.
    3. Indemnification by Customer.  Customer will defend OneStock against any Claim made or brought against OneStock by a third party (i) alleging that Customer Data, or Customer’s use of the Services in breach of this Agreement, violates, infringes or misappropriates such third party’s intellectual property or other proprietary or privacy rights or violates applicable law, order, rule or regulation or (ii) arising from any Excluded Claims, and will indemnify and hold harmless OneStock from any damages, attorney fees and costs finally awarded to such third parties as a result of, or for any amounts paid by Customer under a settlement of, such Claim made in accordance with the terms of Section 10.4 (Indemnification Procedure).
    4. Indemnification Procedure. Any claim for indemnification hereunder requires that the indemnified party (i) promptly give the indemnifying party written notice of the Claim; (ii) give the indemnifying party sole control of the defense and settlement of the Claim, provided that the indemnified party may participate in the defense of the Claim with counsel of its choosing at its own expense and further provided that the indemnified party will not be responsible for any settlement that it does not approve in writing, such approval not to be unreasonably withheld and (iii) give the indemnifying party all reasonable assistance, at indemnifying party’s expense. 

11. LIMITATION OF LIABILITY
    1. LIMITATIONS AND EXCLUSIONS.
       1. IN NO EVENT SHALL EITHER PARTY BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS AND GOODWILL. 
       2. IN NO EVENT SHALL ONESTOCK BE LIABLE FOR ANY INTERRUPTION OF USE, LOSS OR INACCURACY OF THE SERVICES, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES. 
       3. IN NO EVENT WILL EITHER PARTY BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE AMOUNTS PAID TO IT (IN THE CASE OF ONESTOCK) OR PAYABLE BY IT (IN THE CASE OF CUSTOMER) UNDER THE APPLICABLE ORDER FORM DURING THE PREVIOUS TWELVE (12) MONTHS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN. 
    2. EXCEPTIONS. THE EXCLUSIONS AND LIMITATIONS IN SECTION 11.1 SHALL NOT APPLY TO (i) A PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR FOR WILFUL MISCONDUCT, OR FRAUD IN RELATION TO THIS AGREEMENT; (ii) THE CUSTOMER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10; (iii) CUSTOMER’S PAYMENT OBLIGATIONS TO ONESTOCK UNDER THIS AGREEMENT. 
12. GENERAL PROVISIONS
    1. Relationship between Customer and OneStock.  The relationship between the parties is that of independent contractors.  No agency, partnership, joint venture, or employment is created as a result of this Agreement, and Customer does not have any authority of any kind to bind or attempt to bind OneStock in any respect whatsoever.  If Customer uses a third party payment intermediary to pay for the Services, Customer hereby acknowledges and agrees that: (i) such third party payment intermediary is not purchasing the Services from OneStock or reselling the Services to Customer, and is therefore not a party to this Agreement; and (ii) no contract exists between OneStock and Customer’s third party payment intermediary, even if such third party payment intermediary’s purchase order purports to bind OneStock to its standard terms of purchase.

2. Governing Law.  This Agreement will be governed by the applicable law (without regard to the conflicts of law provisions of any jurisdiction), and claims arising out of or in connection with this Agreement will be subject to the applicable jurisdiction based on Customer’s legal domicile:
   

The United Nations Convention on Contracts for the International Sale of Goods in its entirety is expressly excluded from this Agreement, including, without limitation, application to the Services provided hereunder. OneStock is entitled to apply to any court worldwide for injunctive or other remedies in order to protect or enforce its intellectual property rights. 

3. Force Majeure.  Neither party will be liable for delays or any failure to perform the Services or this Agreement due to causes beyond its reasonable control.  Such delays include, but are not limited to, fire, explosion, flood or other natural catastrophe, governmental legislation, acts, orders, or regulation, strikes or labor difficulties, to the extent not occasioned by the fault or negligence of the delayed party.  Any such excuse for delay will last only as long as the event remains beyond the reasonable control of the delayed party.  However, the delayed party shall use commercially reasonable efforts to minimize the delays caused by any such event beyond its reasonable control. This provision will not excuse the payment of fees due under this Agreement, provided that OneStock continues to provide the Services as set forth in this Agreement.

4. No Waiver.  The failure of either party at any time to require performance by the other party of any provision of this Agreement will in no way affect that party’s right to enforce such provisions, nor will the waiver by either party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision.

5. Notices.  Any notice given pursuant to this Agreement must be in writing and delivered to the parties by email, with a copy sent to their respective physical addresses. Notices to Customer will be sent to the email stated on an applicable Order Form. Notices to OneStock will be sent to legal@onestock-retail.com. The parties may designate other addresses by valid written notice hereunder.   Email notices will be deemed to have been duly given when receipt is electronically confirmed. Physical notices will be deemed to have been duly given when received, if personally delivered; the day after being sent, if sent for next day delivery by recognized overnight delivery service; or upon receipt, if sent by certified or registered mail, return receipt requested. Customer acknowledges and agrees that OneStock may send notices to Customer regarding Customer’s account or the Services via the Services, and are deemed effective upon receipt.

6. Publicity.  Customer hereby consents to inclusion of its name and logo in client lists that may be published as part of OneStock’s marketing and promotional efforts.  

7. Assignment.  Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (for clarity, including all Order Forms), upon providing notice to the other party, but without the other party’s consent, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

8. Entire Agreement.  This Agreement (for clarity, including any Order Forms and applicable Exhibits) is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous and contemporaneous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and will control over any different or additional terms of any purchase order, acknowledgement or other non-OneStock ordering document. A Customer purchase order may be used as an Order Form if it (i) sets forth the products being purchased, their price and applicable service period (i.e. subscription term), and (ii) such purchase order is accepted in writing by OneStock (e.g. by issuing an invoice). OneStock’s acceptance of an Order Form/purchase order will be effective only if Customer accepts all of the terms of this Agreement, and any inconsistent or additional terms on any such purchase order (or any related purchase order, acknowledgement or other non-OneStock ordering document), even if accepted by OneStock, are hereby rejected, and shall be void and have no effect, and this Agreement shall govern without modification or addition. This Agreement may only be amended by an instrument in writing signed by authorized representatives of the parties that specifically references this Agreement, and any references to this Agreement shall be deemed to include any amendments hereto.

9. Severability.  If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

10. Export Control. In its use of the Services, Customer agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing, (i) Customer represents and warrants that it is not listed on any U.S., UK, EU or other applicable government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S., UK, EU or other applicable government embargo or that has been designated by the U.S., UK, EU or other applicable government as a “terrorist supporting” country and (ii) Customer shall not (and shall not permit any of its Authorised Users or others to) access or use the Services in violation of any applicable export embargo, prohibition or restriction.

13. DEFINITIONS
    1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. 
    2. “Authorised User” means an individual who is authorized by Customer to use the Services. Authorised Users may include, for example, Customer’s employees, consultants, contractors and agents, and third parties with which Customer transacts business.
    3. “Customer Data” means all content, data and other information submitted, uploaded, or otherwise made available to the Platform by Customer or by a third-party on behalf of Customer (including any modifications thereto made by Authorised Users).
    4. ‘OneStock DPA’, ‘DPA’ means the Data Processing Addendum available at https://www.onestock-retail.com/en/legals/request-documents/ 
    5. ‘OneStock Security Measures’ means the terms set out in Appendix 2 of OneStock DPA. 
    6. “Order Form” means an ordering document expressly referencing this Agreement, including any addenda and supplements thereto, signed by the parties hereto (or an Affiliate) specifying the Services to be provided hereunder and incorporated herein by reference.
    7. “Platform” means OneStock’s proprietary SaaS Omnichannel platform, as made available to Customer under the Agreement.
    8. “Services” means OneStock’s products and/or services provided by OneStock to Customer in connection with this Agreement, and as further set forth on an applicable Order Form, including the Platform, the Documentation and any support services provided by OneStock in connection with the operation and/or provision of such products and/or services. “Services” exclude Third Party Services.
    9. “Third Party Services” means online applications and offline software products that are provided by a non-OneStock party at Customer’s direction, and that interoperate with the Services.