23 March 2024

This Agreement is between Customer and MillionDox. “Customer” means the entity on behalf of which this Agreement is accepted or, if that does not apply, the individual accepting this Agreement. “MillionDox” means the MillionDox entity that owns or operates the Products that Customer uses or accesses.

If you (the person accepting this Agreement) are accepting this Agreement on behalf of your employer or another entity, you agree that: (i) you have full legal authority to bind your employer or such entity to this Agreement, and (ii) you agree to this Agreement on behalf of your employer or such entity.

If you are accepting this Agreement using an email address from your employer or another entity, then: (i) you will be deemed to represent that party, (ii) your acceptance of this Agreement will bind your employer or that entity to these terms, and (iii) the word “you” or “Customer” in this Agreement will refer to your employer or that entity.

By clicking on the “Agree” (or similar button or checkbox) that is presented to you at the time of placing an Order, downloading Products / services, or by using or accessing the Products / services, you confirm you are bound by this Agreement. If you do not wish to be bound by this Agreement, do not click “Agree” (or similar button or checkbox), download the Products, or use or access the Products.

This Agreement applies to Customer’s Orders for Products and related Support and Advisory Services. The terms of this Agreement apply to both Cloud Products and Software Products, although certain terms apply only to Cloud Products or Software Products, as specified below. In addition, some Products are subject to additional Product-Specific Terms, and Support and Advisory Services are subject to the applicable Policies.

• Permitted Use: Subject to this Agreement and during the applicable Subscription Term, MillionDox grants Customer a non-exclusive, worldwide right to use the Products and related Support and Advisory Services for its and its Affiliates’ internal business purposes, in accordance with the Documentation and Customer’s Acceptable Use Policy.
• Restrictions: Except to the extent otherwise expressly permitted by this Agreement, Customer must not (and must not permit anyone else to): (a) rent, lease, sell, distribute or sublicense the Products or (except for Affiliates) include them in a service bureau or outsourcing offering, (b) provide access to the Products to a third party, other than to Users, (c) charge its customers a specific fee for use of the Products, but Customer may charge an overall fee for its own offerings (of which the Products are ancillary), (d) use the Products to develop a similar or competing product or service, (e) reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to the Products, (f) modify or create derivative works of the Products, (g) interfere with or circumvent Product usage limits or Scope of Use restrictions, (h) remove, obscure or modify in any way any proprietary or other notices or attributions in the Products, or (i) violate the Acceptable Use Policy.
• DPA: The DPA applies to Customer’s use of Products and related Support and Advisory Services and forms part of this Agreement.

• Responsibility: Customer may authorize Users to access and use the Products, in accordance with the Documentation and Customer’s Acceptable Use Policy. Customer is responsible for its Users’ compliance with this Agreement and all activities of its Users, including Orders they may place, apps and Third Party-Products enabled, and how Users access and use Customer Data.
• Login Credentials: Customer must ensure that each User keeps its login credentials confidential and must promptly notify MillionDox if it becomes aware of any unauthorized access to any User login credentials or other unauthorized access to or use of the Products.
• Domain Ownership: Where a Cloud Product requires Customer to specify a domain (such as www.example.com) for the Cloud Product’s or a feature’s operation, MillionDox may verify that Customer or an Affiliate owns or controls that domain. MillionDox has no obligation to provide that Cloud Product or feature if MillionDox cannot verify that Customer or an Affiliate owns or controls the domain. Product administrators appointed by Customer may also take over management of accounts previously registered using an email address belonging to Customer’s domain, which become “managed accounts” (or similar term), as described in the Documentation.
• Age Requirements: The Products are not intended for use by anyone under the age of 16. Customer is responsible for ensuring that all Users are at least 16 years old.

This Section 4 only applies to Cloud Products.

• Customer Data: MillionDox may process the workflow Customer Data, but not the data stored by the Customer, to provide the Cloud Products and related Support or Advisory Services in accordance with this Agreement.
• Security Program: MillionDox has implemented and will maintain an information security program that uses appropriate physical, technical and organizational measures designed to protect Customer Data from unauthorized access, destruction, use, modification or disclosure, as described in its Security Measures (Technical and Organisational Security Measures). MillionDox will also maintain a compliance program that includes independent third-party audits and certifications, as described in its Security Measures. Further information about MillionDox’s security program is available on the MillionDox Trust Center, as updated from time to time.
• Data Retrieval: The Documentation describes how Customer may retrieve its Customer Data from the Cloud Products.
• Removals and Suspension: MillionDox has no obligation to monitor Customer Data. Nonetheless, if MillionDox becomes aware that: (a) Customer Data may violate Law, Section 2.2 (Restrictions), or the rights of others (including relating to a takedown request received following the guidelines for Reporting Copyright and Trademark Violations), or (b) Customer’s use of the Cloud Products threatens the security or operation of the Cloud Products, then MillionDox may: (i) limit access to, or remove, the relevant Customer Data, or (ii) suspend Customer’s or any User’s access to the relevant Cloud Products. MillionDox may also take any such measures where required by Law, or at the request of a governmental authority. When practicable, MillionDox will give Customer the opportunity to remedy the issue before taking any such measures.

This Section 5 only applies to Software Products.

• Modifications: MillionDox may provide some portions of the Software Products in source code form for Customer to use internally to create bug fixes, configurations or other modifications of the Software Products, as permitted in the Documentation (“Modifications”). Customer must keep such source code secure (on computer devices and online repositories controlled by Customer), confidential, and only make it available to Customer’s employees who have a legitimate need to access and use the source code to create and maintain Modifications. Customer may only use Modifications with the Software Products, and only in accordance with this Agreement, including the Documentation, and Customer’s Scope of Use. Customer must not distribute source code or Modifications to third parties. Customer must securely destroy the source code at the earliest of: (a) Customer no longer needing to use source code to create or maintain Modifications, (b) termination or non-renewal of a relevant Subscription Term, or (c) MillionDox’s request for any reason. Notwithstanding anything else in this Agreement, MillionDox has no support, warranty, indemnity or other responsibility for Modifications.
• License Verification: Upon MillionDox’s written request, Customer will promptly confirm in writing whether its use of the Software Products is in compliance with the applicable Scope of Use. MillionDox or its authorized agents may audit Customer’s use of the Software Products no more than once every twelve (12) months to confirm compliance with Customer’s Scope of Use, provided MillionDox gives Customer reasonable advance notice and uses reasonable efforts to minimize disruption to Customer. If Customer exceeds its Scope of Use, MillionDox may invoice for that excess use, and Customer will pay MillionDox promptly after invoice receipt.
• Number of Instances: Unless otherwise specified in the Order or the Product-Specific Terms, Customer may install up to one (1) production instance of each Software Product included in an Order on systems owned or operated by Customer or its Users.

• Disclosures and Rights: Customer must ensure it has made all disclosures and obtained all rights and consents necessary for MillionDox to use Customer Data and Customer Materials to provide the Cloud Products, Support or Advisory Services.
• Product Assessment: Customer is responsible for determining whether the Products meet Customer’s requirements and any regulatory obligations related to its intended use.

• Third-Party Code: This Agreement applies to open source software and commercial third-party software MillionDox includes in the Products.
• Third-Party Products: Customer may choose to use the Products with third-party platforms, apps, add-ons, services or products, including offerings made available through MillionDox (“Third-Party Products”). Use of such Third-Party Products with the Products may require access to Customer Data and other data by the third-party provider, which, for Cloud Products MillionDox will permit on Customer’s behalf if Customer has enabled that Third-Party Product. Customer’s use of Third-Party Products is subject to the relevant provider’s terms of use, not this Agreement. MillionDox does not control and has no liability for Third-Party Products.

MillionDox will provide Support and Advisory Services as described in the Subscription and applicable Policies.

No Order is binding until MillionDox provides its acceptance, including by sending a confirmation email, providing access to the Products, or making license or access keys available to Customer. No terms of any purchase order or other business form used by Customer will supersede, supplement, or otherwise apply to this Agreement or MillionDox. MillionDox will deliver login instructions or license keys for Products electronically, to Customer’s account (or through other reasonable means) promptly upon receiving payment of the fees. Customer is responsible for the installation of Software Products, and MillionDox has no further delivery obligations with respect to the Software Products after delivery of license keys.

• Fees. MillionDox
  • Direct Purchases: If Customer purchases directly from MillionDox, fees and any payment terms are specified in Customer’s Order with MillionDox.
  • Resellers: If Customer purchases through a Reseller, Customer must pay all applicable amounts directly to the Reseller, and Customer’s order details (e.g., Products and Scope of Use) will be specified in the Order placed by the Reseller with MillionDox on Customer’s behalf.
  • Renewals: A Subscription Term will not be automatically renewed. However, MillionDox will intimate the customer about the expiry of the subscription and the customer may elect either to renew or not to renew a Subscription Term before the end of the current Subscription Term.
  • Increased Scope of Use: Customer may increase its Scope of Use by placing a new Order or modifying (by mutual agreement with MillionDox) an existing Order. Unless otherwise specified in the applicable Order, MillionDox will charge Customer for any increased Scope of Use at MillionDox’s then-current rates, prorated for the remainder of the then-current Subscription Term.
  • Refunds: All fees and expenses are non-refundable, except as otherwise provided in this Agreement. For any purchases Customer makes through a Reseller, any refunds from MillionDox payable to Customer relating to that purchase will be remitted by that Reseller, unless MillionDox specifically notifies Customer otherwise at the time of refund.
  • Credit Cards: If Customer uses a credit card or similar online payment method for its initial Order, then MillionDox may bill that payment method for renewals, additional Orders, overages to scopes of use, expenses, and unpaid fees, as applicable.

• Taxes.
  • Taxes Generally: Fees and expenses are exclusive of any sales, use, GST, value-added, withholding or similar taxes or levies that apply to Customer’s Orders. Other than taxes on MillionDox’s net income, Customer is responsible for any such taxes or levies and must pay those taxes or levies, which MillionDox will itemize separately, in accordance with an applicable invoice.
  • Withholding Taxes: To the extent Customer is required to withhold tax from payment to MillionDox in certain jurisdictions, Customer must provide valid documentation it receives from the taxing authority in such jurisdictions confirming remittance of withholding. This documentation must be provided at the time of payment of the applicable invoice to MillionDox.
  • Exemptions: If Customer claims exemption from any sales tax, VAT, GST or similar taxes under this Agreement, Customer must provide MillionDox a valid tax exemption certificate or tax ID at the time of Order, and after receipt of valid evidence of exemption, MillionDox will not include applicable taxes on the relevant Customer invoice.

• Suspension for Non-payment: MillionDox may suspend Customer’s rights to use Products or receive Support or Advisory Services if payment is overdue, and MillionDox has given Customer no fewer than ten (10) days’ written notice.

• Performance Warranties: MillionDox warrants to Customer that: (a) the Products will operate in substantial conformity with the applicable Documentation during the applicable Subscription Term, (b) MillionDox will not materially decrease the functionality or overall security of the Products during the applicable Subscription Term, and (c) MillionDox will use reasonable efforts designed to ensure that the Products, when and as provided by MillionDox, are free of any viruses, malware or similar malicious code (each, a “Performance Warranty”).
• Performance Warranty Remedy: If MillionDox breaches a Performance Warranty and Customer makes a reasonably detailed warranty claim within 30 days of discovering the issue, MillionDox will use reasonable efforts to correct the non-conformity. If MillionDox determines such remedy to be impracticable, either party may terminate the affected Subscription Term. MillionDox will then refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term. These procedures are Customer’s exclusive remedy and MillionDox’s entire liability for breach of a Performance Warranty.
• Exclusions: The warranties in this Section 11 (MillionDox Warranties) do not apply to: (a) the extent the issue or non-conformity is caused by Customer’s unauthorized use or modification of the Products, (b) unsupported releases of Software Products or Cloud Clients, or (c) Third-Party Products.
• Disclaimers: Except as expressly provided in this Section 11 (MillionDox Warranties), the Products, Support and Advisory Services and all related MillionDox services and deliverables are provided “AS IS.” MillionDox makes no other warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title or non-infringement. MillionDox does not warrant that Customer’s use of the Products will be uninterrupted or error-free. MillionDox is not liable for delays, failures or problems inherent in use of the internet and electronic communications or other systems outside MillionDox’s control.

• Term: This Agreement commences on the date Customer accepts it and remits the payment for the services and expires when the Subscription Term(s) have ended.
• Termination for Convenience: Customer may terminate this Agreement or a Subscription Term upon notice for any reason. The Customer will not be entitled to any refunds as a result of exercising its rights under this Section 12.2, and any unpaid amounts for the then-current Subscription Terms and any related service periods will become due and payable immediately upon such termination.
• Termination for Cause: Either party may terminate this Agreement or a Subscription Term if the other party: (a) fails to cure a material breach of this Agreement (including a failure to pay fees) within 30 days after notice, (b) ceases operation without a successor, or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days. If Customer terminates this Agreement or a Subscription Term in accordance with this Section 12.3, MillionDox will refund to Customer any pre-paid unused fees for the terminated portion of the Agreement or applicable Subscription Term.
• Effect of Termination: Upon expiration or termination of this Agreement or a Subscription Term: (a) Customer’s rights to use the applicable Products, Support or Advisory Services will cease, (b) Customer must immediately cease accessing the Cloud Products and using the applicable Software Products and Cloud Clients, and (c) Customer must delete (or, on request, return) all license keys, access keys and any Product copies. Following expiration or termination, unless prohibited by Law, MillionDox will delete Customer Data in accordance with the Documentation.
• Survival: These Sections survive expiration or termination of this Agreement: 2.2 (Restrictions), 4.2 (Security Program), 10.1 (Fees), 10.2 (Taxes), 11.4 (Disclaimers), 12.4 (Effect of Termination), 12.5 (Survival), 13 (Ownership), 14 (Limitations of Liability), 15 (Indemnification by MillionDox), 16 (Confidentiality), 17.4 (Disclaimer), 18 (Feedback), 20 (General Terms) and 21 (Definitions).

Except as expressly set out in this Agreement, neither party grants the other any rights or licenses to its intellectual property under this Agreement. As between the parties, Customer owns all intellectual property and other rights in Customer Data and Customer Materials provided to MillionDox or used with the Products. MillionDox and its licensors retain all intellectual property and other rights in the Products, any Support and Advisory Services deliverables and related source code, MillionDox technology, templates, formats and dashboards, including any modifications or improvements.

• You agree that MillionDox shall, in no event, be liable for any consequential, incidental, indirect, special, punitive, or other loss or damage whatsoever or for loss of business profits, business interruption, computer failure, loss of business information, or other loss arising out of or caused by your use of or inability to use the service. In no event shall MillionDox’s entire liability to you in respect of any service, whether direct or indirect, exceed the amount subscription fee which has been paid by the customer.
• you expressly understand and agree that the use of the services is at your sole risk. the services are provided on an as-is-and-as-available basis. MillionDox expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. MillionDox makes no warranty that the services will be uninterrupted, timely, secure, or error free. Use of any material downloaded or obtained through the use of the services shall be at your own discretion and risk and you will be solely responsible for any damage to your computer system, mobile telephone, wireless device or data loss that results from the use of the services or the download of any such material. no advice or information, whether written or oral, obtained by you from MillionDox, its employees or representatives shall create any warranty not expressly stated in the agreement.

• IP Indemnification. MillionDox must: (a) defend Customer from and against any third-party claim to the extent alleging that the Products, when used by Customer as authorized by this Agreement, infringe any intellectual property right of a third party (an “Infringement Claim”), and (b) indemnify and hold harmless Customer against any damages, fines or costs finally awarded by a court of competent jurisdiction (including reasonable attorneys’ fees) or agreed in settlement by MillionDox resulting from an Infringement Claim.
• Procedures: MillionDox’s obligations in Section 15.1 (IP Indemnification) are subject to Customer providing: (a) sufficient notice of the Infringement Claim so as to not prejudice MillionDox’s defense of the Infringement Claim, (b) the exclusive right to control and direct the investigation, defense and settlement of the Infringement Claim, and (c) all reasonably requested cooperation, at MillionDox’s expense for reasonable out-of-pocket expenses. Customer may participate in the defense of an Infringement Claim with its own counsel at its own expense.
• Settlement: Customer may not settle an Infringement Claim without MillionDox’s prior written consent. MillionDox may not settle an Infringement Claim without Customer’s prior written consent if settlement would require Customer to admit fault or take or refrain from taking any action (other than relating to use of the Products).
• Mitigation: In response to an actual or potential Infringement Claim, MillionDox may, at its option: (a) procure rights for Customer’s continued use of the Products, (b) replace or modify the alleged infringing portion of the Products without reducing the overall functionality of the Products, or (c) terminate the affected Subscription Term and refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term.
• Exceptions: MillionDox’s obligations in this Section 15 (Indemnification by MillionDox) do not apply to the extent an Infringement Claim arises from: (a) Customer’s modification or unauthorized use of the Products, (b) use of the Products in combination with items not provided by MillionDox (including Third-Party Products), (c) any unsupported release of the Software Products or Cloud Clients, or (d) Third-Party Products, Customer Data or Customer Materials.
• Exclusive Remedy: This Section 15 (Indemnification by MillionDox) sets out Customer’s exclusive remedy and MillionDox’s entire liability regarding infringement of third-party intellectual property rights.

• Definition: “Confidential Information” means information disclosed by one party to the other under or in connection with this Agreement that: (a) is designated by the disclosing party as proprietary or confidential, or (b) should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. MillionDox’s Confidential Information includes any source code and technical or performance information about the Products. Customer’s Confidential Information includes Customer Data and Customer Materials.
• Obligations: Unless expressly permitted by the disclosing party in writing, the receiving party must: (a) hold the disclosing party’s Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, and (b) only use such Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose such Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for MillionDox, the subcontractors referenced in Section 20.11 (Subcontractors and Affiliates)), provided the receiving party remains responsible for their compliance with this Section 16 (Confidentiality) and they are bound to confidentiality obligations no less protective than this Section 16 (Confidentiality).
• Exclusions: These confidentiality obligations do not apply to information that the receiving party can demonstrate: (a) is or becomes publicly available through no fault of the receiving party, (b) it knew or possessed prior to receipt under this Agreement without breach of confidentiality obligations, (c) it received from a third party without breach of confidentiality obligations, or (d) it independently developed without using the disclosing party’s Confidential Information. The receiving party may disclose Confidential Information if required by Law, subpoena or court order, provided (if permitted by Law) it notifies the disclosing party in advance and cooperates, at the disclosing party’s cost, in any reasonable effort to obtain confidential treatment.
• Remedies: Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or anticipated breach of this Section 16 (Confidentiality).

• Access: Customer may receive access to certain Products or Product features on a free, fully discounted or trial basis, or as an alpha, beta or early access offering (“Free or Beta Products”). Use of Free or Beta Products is subject to this Agreement and any additional terms specified by MillionDox, such as the applicable scope and term of use.
• Termination or Modification: At any time, MillionDox may terminate or modify Customer’s use of (including applicable terms) Free or Beta Products or modify Free or Beta Products, without any liability to Customer. For modifications to Free or Beta Products or Customer’s use, Customer must accept those modifications to continue accessing or using the Free or Beta Products.
• Pre GA: Free or Beta Products may be inoperable, incomplete or include errors and bugs or features that MillionDox may never release, and their features and performance information are MillionDox’s Confidential Information.
• Disclaimer: Notwithstanding anything else in this Agreement, to the maximum extent permitted by Law, MillionDox provides no warranty, indemnity, service level agreement or support for Free or Beta Products and its aggregate liability for Free or Beta Products is limited to INR1000.
• We may suspend your user account or temporarily disable access to whole or part of any Service in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies. Objections to suspension or disabling of user accounts should be made to ……………… within thirty days of being notified about the suspension. We may terminate a suspended or disabled user account after thirty days. We will also terminate your user account on your request. In addition, we reserve the right to terminate your user account and deny the Services upon reasonable belief that you have violated the Agreement and to terminate your access to any Beta Service in case of unexpected technical issues or discontinuation of the Beta Service. You have the right to terminate your user account if MillionDox breaches its obligations under this Agreement and in such event, you will be entitled to prorated refund of any prepaid fees. Termination of user account will include denial of access to all Services, deletion of information in your user account such as your email address and password and deletion of all data in your user account.

If Customer provides MillionDox with feedback or suggestions regarding the Products or other MillionDox offerings, MillionDox may use the feedback or suggestions without restriction or obligation.

MillionDox may identify Customer as a customer of MillionDox in its promotional materials. MillionDox will promptly stop doing so upon Customer request sent to sales@MillionDox.com.

• Compliance with Laws: Each party must comply with all Laws applicable to its business in its performance of obligations or exercise of rights under this Agreement.
• Code of Conduct: MillionDox must comply with its Code of Conduct in its performance of obligations or exercise of rights under this Agreement.
• Assignment:
  • Customer may not assign or transfer any of its rights or obligations under this Agreement or an Order without MillionDox’s prior written consent. However, Customer may assign this Agreement in its entirety (including all Orders) to its successor resulting from a merger, acquisition, or sale of all or substantially all of Customer’s assets or voting securities, provided that Customer provides MillionDox with prompt written notice of the assignment and the assignee agrees in writing to assume all of Customer’s obligations under this Agreement and complies with MillionDox’s procedural and documentation requirements to give effect to the assignment.
  • Any attempt by Customer to transfer or assign this Agreement or an Order, except as expressly authorized above, will be null and void.
  • MillionDox may assign its rights and obligations under this Agreement (in whole or in part) without Customer’s consent.
• Governing Law, Jurisdiction and Venue:
  • This Agreement is governed by the laws of the India, with the jurisdiction and venue for actions related to this Agreement in the courts located in New Delhi.
  • This Agreement will be governed by such laws without regard to conflicts of laws provisions, and both parties submit to the personal jurisdiction of the applicable courts. The United Nations Convention on the International Sale of Goods does not apply to this Agreement.
• Notices:
  • Except as specified elsewhere in this Agreement, notices under this Agreement must be in writing and are deemed given on: (i) personal delivery, (ii) when received by the addressee if sent by a recognized overnight courier with receipt request, (iii) the third business day after mailing, or (iv) the first business day after sending by email, except that email will not be sufficient for notices regarding Infringement Claims, alleging breach of this Agreement by MillionDox, or of Customer’s termination of this Agreement in accordance with Section 12.3 (Termination for Cause).
  • Notices to MillionDox must be provided according to the details provided here, as may be updated from time to time.
  • Notices to Customer must be provided to the billing or technical contact provided to MillionDox, which may be updated by Customer from time to time in Customer’s account portal. However, MillionDox may provide general or operational notices via email, on its website or through the Products. Customer may subscribe to receive email notice of updates to this Agreement, as described here.
• Entire Agreement: This Agreement is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In the event of a conflict among the documents making up this Agreement, the main body of this Agreement (i.e., Sections 1 through 21, inclusive) will control, except that the Policies, Product-Specific Terms and DPA will control for their specific subject matter.
• Other MillionDox Offerings: MillionDox makes available other offerings that can be used with the Products which, in some cases, are subject to separate terms and conditions, available on the website. These other offerings include training services, developer tools and the MillionDox Marketplace. For clarity, this Agreement controls over any such terms and conditions with respect to Customer’s use of the Products (including any MillionDox Apps).
• Interpretation, Waivers and Severability: In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. Waivers must be granted in writing and signed by the waiving party’s authorized representative. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.
• Changes to this Agreement:
  • MillionDox may modify this Agreement (which includes the Policies, Product-Specific Terms and DPA) from time to time, by posting the modified portion(s) of this Agreement on MillionDox’s website.
  • For free subscriptions, modifications become effective during the then current Subscription Term, in accordance with MillionDox’s notice.
  • For paid subscriptions:
    • except as specified below, modifications to this Agreement will take effect at the next Order or renewal unless either party elects to not renew pursuant to Section 10.1(c) (Renewals), and
    • MillionDox may specify that modifications will become effective during a then-current Subscription Term if: (A) required to address compliance with Law, or (B) required to reflect updates to Product functionality or introduction of new Product features. If Customer objects, Customer may terminate the remainder of the then-current Subscription Term for the affected Products as its exclusive remedy. To exercise this right, Customer must notify MillionDox of its termination under this Section 20.9(c) within thirty (30) days of the modification notice, and MillionDox will refund any pre-paid fees for the terminated portion of the applicable Subscription Term.
• Force Majeure: Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control and occurring without that party’s fault or negligence.
• Subcontractors and Affiliates: MillionDox may use subcontractors or its Affiliates in the performance of its obligations under this Agreement, but MillionDox remains responsible for its overall performance under this Agreement and for having appropriate written agreements in place with its subcontractors to enable MillionDox to meet its obligations under this Agreement.
• Independent Contractors: The parties are independent contractors, not agents, partners or joint venturers.
• No Contingencies: The Products, Support and Advisory Services in each Order are purchased separately and not contingent on purchase or use of other MillionDox products and services, even if listed in the same Order. Customer’s purchases are not contingent on delivery of any future functionality or features.

• Acceptable Use Policy: means MillionDox’s Acceptable Use Policy.
• Advisory Services: means advisory services as described in the Advisory Services Policy.
• Affiliate: means an entity that, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “ownership” means the beneficial ownership of more than fifty percent (50%) of an entity’s voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity.
• Agreement: means this MillionDox Customer Agreement, as well as the Product-Specific Terms, the DPA and the Policies.
• MillionDox Apps: means apps developed by MillionDox for use with Cloud Products or Software Products, as designated by MillionDox in the MillionDox Marketplace.
• MillionDox Marketplace: means the online platform to purchase apps for MillionDox products currently branded the MillionDox Marketplace and accessible on the website and shall also include the products which shall be brought / introduced in the future.
• Cloud Products: means MillionDox’s cloud products, including client software for its cloud products (“Cloud Clients”).
• Customer Data: means any data, content or materials provided to MillionDox by or at the direction of Customer or its Users via the Cloud Products, including from Third-Party Products.
• Customer Materials: means materials and other resources that Customer provides to MillionDox in connection with Support or Advisory Services.
• Documentation: means MillionDox’s usage guidelines and standard technical documentation for the applicable Product are those as would be available on the website, nless otherwise specified in the Product-Specific Terms.
• DPA: means the MillionDox Data Processing Addendum.
• Laws: means all applicable laws, regulations, conventions, decrees, decisions, orders, judgments, codes and requirements of any government authority (federal, state, local or international) having jurisdiction.
• Order: means MillionDox’s ordering document or online order specifying the Products, Support or Advisory Services to be provided under this Agreement, accepted by MillionDox in accordance with Section 9 (Ordering Process and Delivery).
• Policies: means the Acceptable Use Policy, Advisory Services Policy, guidelines for , Privacy Policy, Security Measures, Service Level Agreement, Support Policy and any additional MillionDox policies specified in the Product-Specific Terms.
• Privacy Policy: means MillionDox’s Privacy Policy.
• Products: means the applicable Cloud Products or Software Products made available by MillionDox in connection with an Order. Products also include MillionDox Apps.
• Reseller: means a partner authorized by MillionDox to resell MillionDox’s Products, Support and Advisory Services to customers.
• Scope of Use: means Customer’s entitlements to the Products specified in an Order, which may include: (a) number and type of Users, (b) numbers of licenses, copies or instances, or (c) entity, division, business unit, website, field of use or other restrictions or billable units.
• Security Measures: means MillionDox’s security practices.
• Software Products: means MillionDox’s installed software products and any generally-available bug fixes, updates and upgrades it provides to Customer, including through Support.
• Subscription Term: means the term for Customer’s use of or access to the Products and related Support and Advisory Services as identified in an Order.
• Support: means the level of support for the Products corresponding to Customer’s Scope of Use, as identified in the Support Policy.
• Support Policy: means the MillionDox support offerings documentation available here.
• User: means any individual that Customer authorizes to use the Products. Users may include: (i) Customer’s and its Affiliates’ employees, consultants, contractors and agents (ii) third parties with which Customer or its Affiliates transact business (iii) individuals invited by Customer’s users (iv) individuals under managed accounts, or (v) individuals interacting with a Product as Customer’s customer.