1. APPLICATION

1.1. This Schedule applies to all customers located in the United States or whose primary place of business is in the United States.

1.2. Where there is any conflict between the provisions of this Schedule and the main Terms of Service, the provisions of this Schedule shall prevail for US customers.

1.3. All capitalized terms used in this Schedule shall have the meanings set forth in the main Terms of Service unless otherwise defined herein.

2. VARIED DEFINITIONS

2.1. Business Hours means 9:00 AM to 6:00 PM Eastern Time, Monday through Friday, excluding New York public holidays.

3. US OPERATIONS

3.1. All services provided to US customers remain subject to these Terms and are delivered under the authority of MEDDICC Ltd.

4. INTELLECTUAL PROPERTY INDEMNIFICATION (Varies clause 14.1)

4.1. Subject to clause 14.2, MEDDICC will defend Customer against third-party claims alleging that the Services infringe a valid US patent, copyright or trademark, and will indemnify Customer for damages finally awarded or agreed in settlement, provided that Customer promptly notifies MEDDICC of the claim, Customer grants MEDDICC sole control of the defence and settlement, and Customer provides reasonable cooperation.

5. WARRANTY DISCLAIMERS (Varies clause 13.4)

EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY NEW YORK LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". MEDDICC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

6. WARRANTY DISCLAIMER ENFORCEABILITY (Additional clause 13.7)

IF ANY WARRANTY DISCLAIMER CONTAINED IN THESE TERMS IS FOUND TO BE UNENFORCEABLE UNDER NEW YORK LAW OR ANY OTHER APPLICABLE LAW, SUCH DISCLAIMER SHALL BE LIMITED ONLY TO THE MINIMUM EXTENT NECESSARY TO MAKE IT ENFORCEABLE WHILE PRESERVING THE MAXIMUM PROTECTION PERMITTED BY LAW. THE PARTIES ACKNOWLEDGE THAT THE WARRANTY DISCLAIMERS IN THESE TERMS ARE INTENDED TO BE CONSTRUED AS BROADLY AS LEGALLY PERMISSIBLE TO LIMIT MEDDICC'S LIABILITY AND RISK EXPOSURE.

7. ATTORNEYS' FEES AND COSTS (Additional clause 14.5)

7.1. The indemnifiable damages under clause 14 shall include reasonable attorneys' fees and costs incurred by the indemnified party in defending against any covered claim, provided that such fees and costs are documented and directly related to the defense of the claim.

8. INDEMNIFICATION PROCEDURES (Additional clause 14.6)

8.1. The obligations set forth in clauses 14.1 and 14.4 are subject to the following procedural requirements:

(a) the indemnified party shall provide the indemnifying party with prompt written notice of any claim within thirty (30) days after becoming aware of such claim, provided that failure to provide such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent that such failure materially prejudices the defense of such claim;
(b) the indemnifying party shall have the sole right to control the defense and settlement of any such claim, including the selection of counsel, provided that the indemnifying party shall not settle any claim that would impose any obligation on the indemnified party or admit any liability on behalf of the indemnified party without the prior written consent of the indemnified party; and
(c) the indemnified party shall provide reasonable cooperation in the defense of such claim at the indemnifying party's expense.

Enhanced Liability Provisions

9. LIABILITY CAP (Varies clause 15.2)

9.1. EXCEPT FOR THE EXCLUSIONS IN CLAUSE 15.1, MEDDICC'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY PER INCIDENT OR SERIES OF RELATED INCIDENTS.

10. STATUTORY EXCLUSIONS (Varies clause 15.3)

10.1. NOTHING IN THESE TERMS LIMITS LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, FRAUDULENT MISREPRESENTATION, BREACH OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS OR OTHER LIABILITY THAT CANNOT BE LIMITED BY APPLICABLE LAW OR AS OTHERWISE PROHIBITED BY NEW YORK LAW.

11. LATE PAYMENT CONSEQUENCES (Varies clause 10.8)

11.1. If Customer fails to pay undisputed amounts when due, MEDDICC may:

(a) charge interest on overdue amounts at the lesser of eighteen percent (18%) per annum or the maximum rate permitted under New York law;
(b) suspend access to the Services upon ten (10) days' written notice; and
(c) terminate these Terms if payment remains overdue for more than thirty (30) days after written notice.

12. US DATA PROTECTION COMPLIANCE (Varies clause 16)

12.1. Our commitment to protecting your personal data and complying with US federal and New York state privacy laws.

12.2. The parties acknowledge that MEDDICC may process personal data on Customer's behalf in providing the Services. Such processing is governed by the DPA, which forms part of these Terms and can be found at https://meddicc.com/data-processing-agreement as supplemented by applicable US privacy law requirements.

13. EU DATA ACT NON-APPLICATION (Replaces clause 17)

13.1. Clause 17 of the main Terms does not apply to US-based customers. US customers should refer to applicable US federal and New York state laws for data protection and portability rights.

14. GOVERNING LAW AND JURISDICTION (Varies clause 18.4)

14.1. These Terms are governed by and construed in accordance with the laws of the State of New York. The parties submit to the exclusive jurisdiction of the courts of New York State and federal courts located in New York for all disputes arising out of or relating to these Terms. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.

15. CONFLICTS WITH NEW YORK LAW (Additional clause 18.12)

15.1. If any provision of these Terms conflicts with mandatory provisions of New York law, the New York law shall prevail and the conflicting provision shall be deemed modified to the minimum extent necessary to comply with New York law, while preserving the intent and enforceability of the remaining provisions.

16. CLASS ACTION WAIVER (Additional clause 18.13)

16.1. To the extent permitted by applicable law, Customer agrees that any dispute resolution proceedings arising out of or relating to these Terms will be conducted only on an individual basis and not in a class, consolidated, or representative action. Customer waives any right to participate in a class action lawsuit or class-wide arbitration against MEDDICC. This waiver does not apply where such waiver is prohibited by applicable law.

17. SURVIVAL OF TERMS (Additional clause 18.14)

17.1. Upon termination or expiration of these Terms, the following provisions shall survive and remain in full force and effect:

(a) all confidentiality obligations;
(b) all intellectual property rights and licenses;
(c) all indemnification obligations;
(d) all limitation of liability provisions;
(e) all warranty disclaimers;
(f) clause 18.4 (Governing Law and Jurisdiction);
(g) clause 18.6 (Severability); and
(h) this clause 18.14.

17.2. All other provisions shall terminate, except as otherwise expressly provided herein or as may be required for the orderly wind-down of the parties' relationship.

18. EFFECTIVE DATE

18.1. This Schedule becomes effective immediately upon Customer's acceptance of the main Terms of Service and shall remain in effect for the duration of the Term as defined in the main agreement.

18.2. Any amendments to this Schedule must comply with the modification procedures set forth in clause 18.2 of the main Terms of Service.

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