Master Services Agreement

Last revised: August 18, 2025
Previous Version 3.5 can be found here.

1.    General, Definitions

This framework agreement (“Master Services Agreement” or “MSA”) is entered into between SapiensIT Consulting GmbH, a company based in Austria, 1110 Vienna, SDL Neugebäude 5/116 (“Sapiens” or “SharePoint|sapiens”), registered in the commercial register under number 241892z, and the entity or person (“Customer” or “Test Customer, Sapiens and Customer each as a “Party,” collectively as “Parties”), whereby the Customer accepts an offer/order form (“Offer,” “Order”, “Quote”) and

  • submits an order referring to the number of the offer, which is an integral part of this MSA, or
  • submits a signed order form referring to the number of the offer, which forms an integral part of this MSA, or
  • accepts an order via a private offer on a marketplace for cloud service providers, or
  • registers for the Services on the basis of a free trial version (“Trial Services”, “Trial License”) and accesses them,

in which case the Customer agrees to this MSA and the exclusion of all other terms and conditions. The Customer’s terms and conditions of business and purchase shall not apply.

This MSA consists of the terms and conditions set out below and includes all supplementary documents (e.g., appendices, addenda, annexes) expressly referred to herein.

The “effective date” of this MSA is

  • the date (see above), or
  • in the case of trial Services, the date on which the customer receives a trial license for the Services with which they accept this MSA via a free trial period from Sapiens,

as applicable.

2.    Services and Support

2.1        Services

“Services” or “Service” means the products and Services provided to the Customer by Sapiens under this Agreement.

Subject to the terms and conditions of this MSA, Sapiens will provide the Services to the Customer for the subscription period specified in the applicable offer and order form (“Service Period”).

2.2        Support

Sapiens will provide commercially reasonable support during the Service Period in accordance with Sapiens’ support policy available at www.sharepointsapiens.com/help/support.

2.2.1       Premium Support

A premium subscription is required to order additional support packages.

A premium support package (“Premium Support”) can only be used to assist with the configuration of customizations. This includes, for example, configuration on a SharePoint website or configuration of Power Automate workflows. It cannot be used for changes to Sapiens products and services.

Customer purchases a time credit that Sapiens uses for implementation support. Unused credits expire 6 months after the start of work. The smallest billing unit is one hour, including half an hour for preparation and follow-up work per appointment.

Sapiens will assign a specialist with the necessary qualifications to carry out the work. Appointments must be made with the designated specialist.

Sapiens provides these services between 8:00 a.m. and 6:00 p.m. CET on Austrian working days, except Fridays. A 50% surcharge will be applied for work outside these hours.

If Customer wishes to grant direct access to their environment, e.g., in a Teams call, this can be agreed with the specialist. In this case, Sapiens accepts no liability for any resulting damage.

Support packages must be paid for in advance.

3.    ‍Fees and Payment; Trial Services

3.1       Payment and Taxes

3.1.1       Service Fees, Payment, and Non-Payment

The service fee (“Fees”) refers to the Fees payable by the customer to Sapiens for the applicable Services, as set forth on the order form.

The Customer is responsible for paying all Fees specified.

Sapiens will invoice the customer for such Fees using the billing information provided by the customer. Unless expressly stated otherwise in this MSA, all payment obligations are non-cancellable, Fees are non-refundable and not subject to set off.

If the Customer purchases a subscription to the Services using a credit card or similar online payment method, Sapiens will charge that payment method for all Fees due, including renewals and additional purchases.

The customer shall pay all Fees without deduction in accordance with the payment terms specified in the respective offer/order. Transaction Fees shall be borne by the customer. In the event of

  • Non-payment of Fees by the customer by the due date of an invoice and in the event of
  • reduction of the Fees by the customer

Sapiens reserves the right to immediately suspend the customer’s access to the Services until the customer has paid the remaining balance of Fees in full. Sapiens will restore the customer’s access to the Services immediately once such non-payment is cured.

If the customer reduces the Fees, Sapiens reserves the right to reduce the remaining term in proportion to the reduced Fees.

Sapiens will immediately restore the customer’s access to the Services or restore the reduced term upon expiry of the remaining term or upon resolution of the reduction.

3.1.2       Fee disputes.

If the customer has a bona fide belief that an invoice is incorrect, customer must contact Sapiens within thirty (30) days of the date of the applicable invoice (“dispute period”). Upon receipt of such notice, Sapiens and the customer shall cooperate in good faith to resolve the dispute, and if the disputed amounts are deemed justified, the customer shall pay such amounts immediately upon resolution of the dispute (and in any event within 30 days thereafter). If the Customer does not notify Sapiens of a dispute within the dispute resolution period, all invoiced Fees shall be deemed legitimate and owing in accordance with this MSA.

3.1.3        Taxes

The Fees do not include any taxes, duties, levies, or similar governmental assessments of any nature, including, for example, sales, use, GST, value-added, withholding, or similar taxes, whether domestic or foreign, or assessed by any jurisdiction (“Taxes”). The customer is responsible for paying all taxes associated with its purchase of the Services.

Within the EU, our Services are subject to VAT, which is payable by customers with a valid VAT number under the reverse charge procedure. For customers within the EU without a valid VAT number and customers in Austria, we charge the Fees plus 20% VAT.

3.1.4       Price changes; discounts and special offers.

The prices stated in the offer/order form may include discounts or promotional prices. Sapiens may change the prices for the Services at its own discretion and/or discontinue or change promotional campaigns, special sales or special offers, whereby such changes or discontinuations shall only take effect at the beginning of the customer’s next service period and shall have no effect on the Fees payable for the current service period. Sapiens will provide Customer with reasonable notice of any Fees and any fee increases before the end of the then-current service period.

3.1.5        Billing and payment via a cloud marketplace.

Notwithstanding any provisions to the contrary in this MSA, if the Customer has purchased the Services through a marketplace offered by a cloud service provider (e.g., Microsoft), the Customer agrees to pay the Fees set forth on the applicable cloud Services pricing pages (including all notices contained therein) or in an offer accepted by the Customer in the cloud service provider’s marketplace. The Customer agrees that all Fees may be billed to the Customer’s account with such Cloud Service Provider and that any refunds to which the Customer is entitled under this MSA or an Order Form may be made in the form of a credit to the Customer’s account with such Cloud Service Provider.

‍

3.2       Free trial Services; beta Services.

3.2.1       Trial Services.

If the Customer registers for trial Services, Sapiens will provide the Customer with the relevant trial Services as soon as the Customer has been approved for such trial Services, until the earlier of the following:

  • the end of the trial period communicated to the customer,
  • the start of an order form completed by the customer for Services against payment; or
  • termination by Sapiens at its sole discretion (this period is referred to as the “Trial Service Period”).

All Customer Information (as defined below) that Customer provides or makes available to Sapiens during the provision of the Trial Services will be permanently deleted at the end of the Trial Service Period, unless the Customer completes an order form for the same Services covered by the Trial Services.

3.2.2        Beta Offerings

From time to time, Sapiens may make Beta Offerings available to the Customer at no charge. “Beta Offerings” means pre-release versions of Services, features, or functionality labeled as alpha, beta, preview, early access, or words or phrases with similar meaning. The Customer may try out such Beta Offerings at its sole discretion. Beta Offerings are for evaluation purposes only and not for productive use and may be subject to additional terms and conditions. Beta Offerings are not considered “Services” under this Agreement; however, all prohibited uses, Customer obligations, and terms regarding Sapiens’ ownership rights in the Services also apply to Beta Offerings. Unless otherwise specified or communicated to the Customer, the trial period for Beta Offerings shall end on the date on which a version of the Beta Offerings without the designation “Beta Offerings” becomes generally available. Sapiens may discontinue Beta Offerings at any time at its sole discretion and may never make them generally available.

3.2.3       Disclaimers

NOTWITHSTANDING SECTIONS 2.2 SUPPORT , 8 WARRANTY, WARRANTY AND DISCLAIMER AND 9 INDEMNIFICATION BELOW, TEST SERVICES AND BETA OFFERS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND. SAPIENS ASSUMES NO SUPPORT OR INDEMNIFICATION OBLIGATIONS OR LIABILITY OF ANY KIND IN CONNECTION WITH THE TEST SERVICES OR BETA OFFERS, UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW. IN WHICH CASE SAPIENS’ LIABILITY IN RELATION TO THE TEST SERVICES AND BETA OFFERS SHALL NOT EXCEED ONE THOUSAND EUROS (EUR 1,000.00).
NOTWITHSTANDING ANY PROVISIONS TO THE CONTRARY IN 9 (LIMITATION OF LIABILITY) BELOW, THE CUSTOMER SHALL BE FULLY LIABLE TO SAPIENS AND ITS AFFILIATES IN ACCORDANCE WITH THIS MSA FOR ALL DAMAGES ARISING FROM THE USE OF THE TEST SERVICES BY THE CUSTOMER, ANY BREACH OF THIS MSA BY THE CUSTOMER OR ANY OF THE CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.‍

4.    Term and Termination.

4.1       Term and renewal.

This MSA commences on the Effective Date and shall remain in effect until the expiration of all Orders or until terminated in accordance with this section.

4.1.1        Service duration, service period

Unless otherwise specified in the offer/order, the service period shall be one (1) year. Unless expressly stated otherwise in the respective order form, the customer’s subscription shall be automatically extended for a further period of one (1) year after expiry of the service period, unless the customer gives Sapiens notice of termination at least thirty (30) days before the end of the current service period.

4.2       Termination for Cause.

A party may terminate this MSA/an order for cause

  1. upon written notice to the other party of a material breach, if such breach remains uncured after ten (10) business days after receipt of such notice by the breaching party;
  2. if the other party is the subject of a petition for bankruptcy or other proceedings relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors that is not dismissed within sixty (60) days after its commencement thereof; or
  3. with immediate effect by Sapiens if the Customer breaches Section 5.5 (Prohibited Uses) of this MSA.

The Customer’s failure to pay Fees within thirty (30) days of the due date of an invoice and any breach of Section 5.6 (Prohibited Uses) shall constitute a material breach of this MSA.

4.3       Effect of Termination and Survival.

Termination of this MSA will concurrently terminate all active Orders. Upon termination of this MSA and/or any Order

  1. the Customer will have no further right to use the Services under the terminated or cancelled Orders, and Sapiens shall terminate the Customer’s access to such Services, and
  2. unless otherwise specified herein, the customer will not be entitled to a refund of any Fees paid; however, if the customer terminates for cause pursuant to Section 4.2 due to an unresolved material breach by Sapiens, the customer shall be entitled to a pro-rata refund of any unused Fees paid in advance to Sapiens.

The following sections shall survive termination:

Section 3 (Fees and Payment) for all Fees due and payable at the time of termination,
Section 4.3 (Effect of Termination and Survival),
Section 5 (Ownership, License, and Use of the Services),
Section 6 (Confidentiality),
Section 8.3 (Disclaimer),
Section 9 (Indemnification, Indemnity),
Section 10 (Limitation of Liability) and
Section 11 (Miscellaneous).

Termination of this MSA shall not limit the liability of either party for obligations arising at the time of termination or prior to termination, or for breaches of this MSA.

‍

5.    Ownership Rights, License, and Use of Services.

5.1       Proprietary Rights.

Each party retains all rights, title and interest in its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how, and all other intellectual property rights and proprietary rights (“Intellectual Property Rights”).

Sapiens retains all intellectual property rights in the Services and all components of the Services or components used to provide the Services, as well as all other materials developed by Sapiens in connection with the performance of this Agreement and that are derived from, improve, enhance, or modify the Services or other pre-existing intellectual property of Sapiens (collectively with the corresponding intellectual property rights, “Service Information”).

The Customer retains the intellectual property rights to all information uploaded to the Services by or on behalf of the Customer (except for the Feedback described below), including all results generated by the Services from such information (except for the intellectual property of Sapiens embedded therein) (collectively, “Customer Information”).

5.2       Feedback.

The Customer may provide Sapiens with suggestions, improvement requests, recommendations regarding the Services, or other feedback (“Feedback”) under this MSA.

The Customer hereby grants Sapiens a fully paid, royalty-free, worldwide, transferable, sublicensable (through multiple tiers), assignable, irrevocable, and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services, or otherwise use Feedback; provided that Sapiens does not breach its confidentiality obligations under Section 6 (Confidentiality). Sapiens also reserves the right to protect intellectual property in all features, functions, or components based on or initiated by such Feedback, and Sapiens shall own all rights, title, and interest in such derivatives between the parties.

5.3       Licenses.

Subject to compliance with the terms of this MSA (including any restrictions and limitations set forth in any applicable order form), Sapiens hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable, limited right and license to access the Services or Trial Services, as applicable, and to use them solely during the applicable Service Period or Trial Service Period for the Customer’s internal business purposes. The Customer hereby grants Sapiens a non-exclusive, non-transferable, and non-sublicensable right and license to use the Customer Data solely for the purpose of providing the Services to the Customer.

Notwithstanding anything to the contrary, Sapiens may generate, collect, use, and analyze usage data generated or derived from the Customer’s use of the Services (“Usage Data”), including log data and metadata, to develop, improve, promote, support, and operate its products and Services, provided that such usage data is only in aggregated and/or anonymized form and does not identify the customer or authorized users.

5.4       Authorized Users.

The Customer may designate its authorized employees, agents, or contractors (each an “Authorized User”) and grant them access to the Services. The Customer is responsible for all use and misuse of the Services by Authorized Users and for ensuring that Authorized Users comply with all provisions of this MSA as if such Authorized Users were parties to this Agreement, and references to the Customer in this Agreement shall be deemed to include Authorized Users to the extent necessary and applicable. The Customer agrees to notify Sapiens immediately of any unauthorized access or use of which it becomes aware. Authorized Users are strictly prohibited from sharing their accounts or account passwords. Any violation of this provision constitutes a material breach of this MSA by the Customer.

5.5        Prohibited Uses

The customer shall not, directly or indirectly, do any of the following or permit authorized users or third parties to do any of the following:

  1. “Frame,” distribute, resell, or grant access to the Services to any third party, except as permitted by the features and functionality of the Services;
  2. use the Services in violation of applicable laws, regulations, or provisions;
  3. disrupt, interrupt, or gain unauthorized access to the Services;
  4. successfully or otherwise attempt to decompile, disassemble, reverse engineer, discover the underlying source code or structure of the Services, or copy the Services;
  5. provide Sapiens with customer information or feedback that is unlawful, defamatory, harassing, discriminatory or infringes the intellectual property rights of third parties;
  6. transfer to the Services or otherwise use on the Services any code, exploits, or undisclosed features intended to delete, disable, disrupt, or otherwise damage the Services or enable unauthorized access to the Services;
  7. Use robots, spiders, data scraping or extraction tools or similar mechanisms in relation to the Services;
  8. Allow persons affiliated with a Sapiens competitor (as defined below) to access the Services;
  9. Extract information from the Services or otherwise access or use the Services to replicate the Services or otherwise compete with Sapiens;
  10. to charge for, sublicense, transfer, rent, lease, time-share, or use the Services in any service bureau arrangement or otherwise for the benefit of any third party;
  11. Copy, distribute, manufacture, adapt, create derivative works from, translate, localize, port, or otherwise modify the Services in any way;
  12. introduce software into the Services that contains viruses, worms, “back doors,” Trojan horses, or similar harmful code;
  13. remove or otherwise alter any proprietary notices or labels from the Service or any part thereof; or
  14. allow third parties to perform any of the acts prohibited above (each of the acts a) to n) referred to as “prohibited use” and collectively as “prohibited uses”).

A “Sapiens competitor” is any legal entity that, in our reasonable opinion, offers the same or similar goods and Services as Sapiens. The customer shall immediately inform Sapiens of any violations of the prohibited uses and take all necessary measures to prevent or stop such uses. Sapiens reserves the right to suspend the customer’s and/or the authorized user’s access to the Services if Sapiens has reasonable grounds to suspect that the customer or an authorized user is in breach of this section.

5.6       Artificial intelligence.

5.6.1       No use of AI.

The Services offered by Sapiens do not currently use AI features.

5.6.2       AI features.

The customer acknowledges that the Services may in the future offer features that use artificial intelligence, machine learning, or similar technologies from Sapiens and/or its licensors (“AI features”). The use of such AI features by the customer is voluntary, and Sapiens will notify the customer before an AI feature is made available or activated for the customer for the first time. The customer has the option to enable and disable AI features within the Services at the administrator level for all authorized users by using the corresponding features of the Services. Sapiens will not use any customer data to train artificial intelligence or machine learning models and will not allow third parties to do so.

5.6.3        Disclaimer

SAPIENS MAKES NO COVENANTS, WARRANTIES OR GUARANTEES REGARDING ANY RESULTS GENERATED, TRANSMITTED OR MADE AVAILABLE IN CONNECTION WITH THE USE OF THE AI FEATURES BY THE CUSTOMER OR AN AUTHORIZED USER (“AI OUTPUTS”), INCLUDING, BUT NOT LIMITED TO, THEIR ACCURACY, QUALITY OR TRUTHFULNESS. THE USE OF AI OUTPUTS IS AT THE CUSTOMER’S OWN RISK. DUE TO THE NATURE OF AI FUNCTIONS, THE CUSTOMER ACKNOWLEDGES THAT IT IS POSSIBLE THAT

  1. THE CUSTOMER’S AI OUTPUTS MAY BE SIMILAR TO OUTPUTS GENERATED BY OTHER CUSTOMERS OF SAPIENS THROUGH THEIR USE OF THE SERVICES,
  2. THE SAME INPUT MAY RESULT IN DIFFERENT AI OUTPUTS FROM ONE USE TO THE NEXT, AND
  3. THE AI OUTPUT MAY NOT BE ACCURATE, RELIABLE OR SUITABLE FOR THE CUSTOMER’S REQUIREMENTS.

BEFORE USING AI OUTPUTS IN ANY WAY, THE CUSTOMER AND ITS AUTHORIZED USERS ARE RESPONSIBLE FOR MAKING THEIR OWN DETERMINATION WHETHER THE AI OUTPUTS ARE SUITABLE, AND THE CUSTOMER IS SOLELY RESPONSIBLE FOR RELYING ON THE ACCURACY, COMPLETENESS, OR USEFULNESS OF AI OUTPUTS. NEITHER THE CUSTOMER NOR AN AUTHORIZED USER MAY CLAIM THAT AI OUTPUTS WERE CREATED BY HUMANS.

6.     Confidentiality

For the purposes of this Agreement, “Confidential Information” of a Party (the “disclosing party”) means all financial, technical, or business information of the disclosing party that the disclosing party designates as confidential at the time of disclosure to the other party (the “receiving party”) or that the receiving party should reasonably consider confidential based on the nature of the information or the circumstances of its disclosure.

Service Information is confidential information of Sapiens and Customer Information is confidential information of the Customer for the purposes of this MSA. The receiving party agrees to treat confidential information with the same care that it uses to protect its own confidential information (but at least with reasonable care).

Unless expressly permitted in this MSA, the receiving party shall not disclose, duplicate, publish, transmit, or otherwise share confidential information of the disclosing party in any form to any person or organization, unless the disclosing party has previously given its written consent; provided that the receiving party may disclose confidential information to its employees and contractors and to the employees and contractors of its affiliates who have a legitimate need to know such information and who are subject to confidentiality and non-use obligations at least as strict as those set forth in this section.

The receiving party shall use the confidential information of the disclosing party solely for the purpose of fulfilling its obligations or exercising its rights under this MSA, which obligations include, in the case of Sapiens, the provision of the Services. Notwithstanding the foregoing, the receiving party may disclose confidential information to the extent required by law, provided that the receiving party

  1. notify the disclosing party in advance in writing of such disclosure to give the disclosing party a reasonable opportunity to appear, object, and seek a protective order or other appropriate relief with respect to such disclosure (unless such notification is prohibited by applicable law);
    1. use its best efforts to limit the disclosure and obtain confidential treatment or a protective order; and
    1. enable the disclosing party to participate in the proceedings to the extent permitted by applicable law.

Confidential Information shall also not include any information that:

  • is or becomes generally known to the public without breach of any obligation of the receiving party to the disclosing party;
  • was developed independently by the receiving party without breach of any obligation of the receiving party to the disclosing party; or
  • was received from a third party who obtained such confidential information without breach of any obligation owed by the third party to the disclosing party.

Due to the special nature of confidential information, the parties agree that the disclosing party shall be entitled to seek an injunction or similar equitable relief upon any breach or threatened breach of this section without the requirement of a bond or proof of irreparable harm.

6.1       Disclosure of vulnerabilities

The security of Services is a top priority for Sapiens. Despite all efforts, vulnerabilities may arise. The customer is obliged to

  1. immediately report any vulnerabilities it discovers and
  2. provide information necessary for reproducibility and remediation, and
  3. refrain from exploiting these vulnerabilities or passing them on to others.

The customer is entitled to have Sapiens

  • treat any information provided as strictly confidential and
  • assess the impact of the vulnerability within three working days and
  • inform the customer thereof and
  • provided that the customer has complied with its obligations in this regard, not to take any legal action.

7.     Privacy and Security Practices

Sapiens will take and maintain reasonable administrative, physical, and technical security measures during the term of the Services to protect the security, confidentiality, and integrity of Customer Data. Sapiens’ current security and privacy practices are set forth at https://www.sharepointsapiens.com/help/trust-center/. The Customer’s use of the Services is subject to the privacy policy at https://www.sharepointsapiens.com/help/trust-center/data-processing-agreement/ (“Privacy Policy”).

8.    Representations, warranties, and disclaimers.

8.1       Authority.

Each party represents that it has validly entered into this MSA and has the legal authority to do so.

8.2       Limited warranty.

Sapiens warrants that during an applicable term the Services will perform materially in accordance with the documentation provided to the Customer. This warranty does not cover deviations from the documentation that are attributable to the Customer’s use of the Services in violation of the MSA or not in accordance with this documentation. If any warranty in this section is breached, the Customer’s sole remedies shall be as described in Section 4.2 (Termination for Cause).

8.3        Disclaimer

UNLESS OTHERWISE EXPRESSLY STATED IN THIS SECTION, THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ANY AI OUTPUTS, SERVICE INFORMATION, AND ALL OTHER INFORMATION OR ADVICE OBTAINED BY THE CUSTOMER THROUGH THE SERVICES, “AS IS” AND “AS AVAILABLE” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY, TO THE EXTENT PERMITTED BY LAW, AND SAPIENS EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

9.    Compensation, exemption.

9.1       Indemnification by Sapiens.

Sapiens shall indemnify the Customer against all losses (as defined below) arising from claims (“Claims”) by unrelated third parties that the Services infringe or misappropriate the intellectual property rights of such third parties.
Sapiens will defend such claims at its own expense and pay any liabilities and expenses awarded by a court of competent jurisdiction or agreed in a settlement (collectively, “Losses”) in connection with such claims.
If the Customer’s use of a Service has become the subject of such a claim or, in Sapiens’ opinion, is likely to become the subject of such a claim, Sapiens may, at its sole discretion and at its own expense

  • obtain the right for the customer to continue using the Services as described herein;
  • replace or modify a service so that it is no longer infringing; or
  • if options (i) or (ii) are not commercially reasonable or feasible in Sapiens’ reasonable judgment, terminate this MSA and refund to the Customer all Fees previously paid to Sapiens for the unused portion of the then-current service period for the applicable Services on a pro-rata basis.

Sapiens shall have no liability or obligation under this section with respect to any claims arising in whole or in part from

  1. use of the Services that does not comply with the documentation or violates this MSA;
    1. a modification of the Services by persons other than Sapiens; or
    1. the combination, operation, or use of the Services with other hardware or software that would otherwise not cause the Services to infringe any rights.

The provisions of this section set forth the sole, exclusive, and entire liability of Sapiens to the Customer and constitute the Customer’s sole remedy with respect to any claim for breach arising out of the Customer’s or authorized users’ access to or use of any Service.

9.2       Indemnification by Customer.

The Customer shall indemnify and hold Sapiens harmless from any losses arising from a claim related to Customer Information. The Customer shall defend Sapiens at its own expense against such claims and pay all related losses.

9.3       Conditions and procedures for indemnification.

The obligations of the indemnifying party in this section are conditioned upon the indemnified party

  • promptly notifying the indemnifying party of the threat or notification of such claim (whereby failure to provide such notification shall only release the indemnifying party from its indemnification obligations if the indemnifying party is materially prejudiced by such failure);
  • grants the indemnifying party sole and exclusive control and authority to select defense attorneys and to defend and/or settle such claims (however, the indemnifying party may not settle any claims or enter into any settlement that would result in liability or an admission of liability on the part of the indemnified party without prior written consent, which consent shall not be unreasonably conditioned, withheld, or delayed); and
  • cooperating with the indemnifying party at its expense in connection with the defense and/or settlement.

10.           ‍LIMITATION OF LIABILITY.

10.1   

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY NOR ITS AFFILIATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATED COMPANIES FOR LOST PROFITS, REVENUES OR BUSINESS, DATA LOSS (I.E., SAPIENS IS NOT LIABLE FOR DATA LOSS THAT OCCURS DURING TRANSMISSION VIA THE CUSTOMER’S SYSTEMS OR VIA THE INTERNET THROUGH NO FAULT OF SAPIENS), FOR BUSINESS INTERRUPTIONS, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOSSES OF ANY KIND, REGARDLESS OF WHETHER THIS PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN THEM.

10.2   

THE TOTAL LIABILITY OF BOTH PARTIES UNDER THIS MSA SHALL IN NO EVENT EXCEED THE TOTAL AMOUNTS PAID BY THE CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE FIRST EVENT OR INCIDENT GIVING RISE TO SUCH CLAIM, PROVIDED THAT LIABILITY

  1. FOR BREACHES OF A PARTY’S CONFIDENTIALITY OBLIGATIONS UNDER SECTION 6 (CONFIDENTIALITY)
  2. FOR THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES PURSUANT TO SECTION 9 OR
  3. FOR PROHIBITED USES IS LIMITED TO TEN TIMES (10X) THIS AMOUNT.

10.3   

NOTWITHSTANDING PARAGRAPHS 10.1 AND 10.2, NO PROVISION OF THIS MSA LIMITS A PARTY’S LIABILITY FOR GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT, OR OTHER MATTERS FOR WHICH LIABILITY CANNOT BE EXCLUDED BY LAW.‍

10.4   

THE CUSTOMER ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THIS MSA BETWEEN THE PARTIES AND TO LIMIT THE POTENTIAL LIABILITY IN LIGHT OF THE FEES, WHICH WOULD BE SUBSTANTIALLY HIGHER IF SAPIENS WERE TO EXCEED THE LIABILITIES SET FORTH HEREIN. SAPIENS HAS RELIED ON THESE LIMITATIONS IN DECIDING TO GRANT THE CUSTOMER THE RIGHTS TO ACCESS AND USE THE SERVICES PROVIDED IN THIS MSA.

11.           Miscellaneous.

11.1  Entire Agreement; Order of Precedence.

This MSA and all active order forms constitute the entire agreement between Sapiens and the Customer with respect to the subject matter hereof and supersede all prior agreements. In the event of any inconsistency or conflict between the provisions of this MSA and those of any order form provided by Sapiens, the provisions of the order form shall control. Any terms or conditions contained in a Customer order, in the Supplier Onboarding Process, in the Web Portal, or in any other Customer order documentation shall not be incorporated into this MSA or any Order Form. Nor shall they be deemed to modify this MSA or any Order Form. All such terms or conditions are hereby deemed null and void, notwithstanding any provisions to the contrary, whether signed or issued before or after this MSA.‍

11.2   Assignment

Neither party may assign this MSA without the prior written consent of the other party. This does not include assignment to an affiliated company or in connection with a merger, change of control, or sale of all or substantially all of the assets of that party, provided that (1) the other party is notified and (2) any such successor agrees to assume its obligations under this MSA. Subject to these restrictions, this MSA shall be fully binding upon and inure to the benefit of the parties and their respective successors and assigns and shall be enforceable by them.

11.3  Severability clause.

If any provision of this MSA is held by a court of competent jurisdiction to be unenforceable, it shall be amended and construed to approximate the original provisions as closely as possible. The remaining provisions of this MSA shall remain in full force and effect.

11.4  Relationship of the parties; third-party beneficiaries.

The parties are independent contractors. This MSA does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third-party beneficiaries under this MSA, unless expressly stated herein.

11.5   Notices

All communications made by Sapiens to the Customer under this MSA may be delivered in writing

(a) by nationally recognized overnight delivery service (“Courier”) or by mail to the contact address specified by the Customer in the Order Form, or

(b) by email to the email address specified for the Customer’s account holder.

The Customer must notify Sapiens in writing by courier service or by post to SDL Neugebäude 5/116 1110 Vienna, Austria, and by email to support@sharepointsapiens.com. All notifications shall be deemed to have been delivered immediately upon delivery by email or, if delivered by other means, at the earlier of the following times: the time of receipt or two (2) business days after posting or delivery by a courier service, as permitted above.

11.6   Governing law, Jurisdiction, Venue

This MSA shall be governed by the laws of the European Union and the Republic of Austria without reference to conflict of law principles.

All disputes arising out of or in connection with this MSA (including, but not limited to, questions regarding its existence, validity, or termination) shall be finally settled in accordance with the Arbitration Rules (Vienna Arbitration Rules) of the Vienna International Arbitral Center (VIAC) of the Austrian Federal Economic Chamber. The parties undertake to treat the arbitration proceedings as strictly confidential. The number of arbitrators shall be one. The seat of the arbitral tribunal shall be Vienna, Austria, and the arbitration proceedings shall be conducted in English or German.

11.7  Compliance with export regulations.

The Services provided or made available by Sapiens to the customer and other software or components of the Services are subject to Austrian and European export control and economic sanctions laws. The customer shall not access or use the Services if the customer or authorized users are located in a jurisdiction where the provision of the Services, software, or other components is prohibited under Austrian and European laws or regulations (a “prohibited jurisdiction”), and the customer shall not grant access to the Services to any government, organization, or person in a prohibited jurisdiction. The customer represents and warrants that

  1. it is not on any European Union list of persons or organizations prohibited from receiving exports or doing business with EU persons,
    1. it is not a national of a prohibited jurisdiction and is not a company registered in a prohibited jurisdiction
    1. it will not permit persons under its control to access or use the Services if doing so would violate Austrian, European, or other applicable export embargoes, prohibitions, or restrictions; and
    1. it complies with all applicable laws regarding the transfer of technical data exported from the EU and the countries in which it and the authorized users are located.

11.8   Anti-Corruption

The customer assures that, in connection with this MSA, it has not received or been offered any illegal or improper bribes, kickbacks, payments, gifts, or valuables from employees or representatives of Sapiens. Reasonable gifts and hospitality provided in the normal course of business do not violate the foregoing restriction. If the customer becomes aware of any violation of the above restriction, it shall use reasonable efforts to notify Sapiens immediately.

11.9   Publicity and Marketing

Sapiens is entitled to use the customer’s name, logo, and trademarks on Sapiens’ website and in other marketing materials to identify the customer as a customer of Sapiens.

11.10  Amendments

Changes or additions to this MSA are only valid if made in writing and signed by authorized representatives of both parties.

‍

11.11 Third-party products and Services.

The Customer may enable integrations between the Services and third-party products, applications, and Services (collectively, “Third-Party Products”).

The Customer’s use of such Third Party Products is subject to the privacy policies and terms and conditions of such Third Party Providers. The Customer acknowledges and agrees that Sapiens makes no representations, warranties or obligations with respect to such Third Party Products. The Customer hereby waives any claims against Sapiens in connection with the activation, access, or use of such third-party products in connection with the Services by the Customer.

11.12  Force Majeure

Except for the Customer’s payment obligations, neither party shall be liable for causes or circumstances beyond its reasonable control and shall not be deemed in breach or default of this MSA or any Order Form.

11.13  Waiver

The failure of either party to enforce any provision of this MSA at any time shall not constitute a waiver of that provision or any other provision of this MSA.

SharePoint|sapiens