Service Specific Terms — Lift

1. General

These Service Specific Terms supplement the Service Terms which apply to this Agreement where the Client subscribes to the Lift Services or any component thereof. If there are any conflicts between the Service Terms and these Service Specific Terms, these Service Specific Terms shall apply.

These Service Specific Terms apply to the Lift Services which contain provisions that vary depending on whether the Lift Services are deployed within the public cloud or within the Client's own cloud environment. However, the Use Policy of Lift Services apply irrespective of how Lift Services are deployed.

2. Additional terms when Lift Services are hosted in the public cloud

Lift Services are deemed to be hosted in the public cloud where the Lift Services are hosted, operated, and maintained by or on behalf of IHQ in a third-party cloud infrastructure and provided to the Client as a service over the internet, without requiring installation within the Client's own IT environment.

Subject to the Client's compliance with the terms of this Agreement, IHQ grants Client a limited, non-exclusive, non-transferable revocable right to access and use the Lift Services during the Subscription Period, solely for Client's internal business operations and in accordance with any usage limits or restrictions set out in the Order Form.

3. Additional terms when Lift Services are hosted in the Client's own environment

Lift Services are deemed to be hosted in the Client's own environment when the Lift Services are licensed to and installed within the Client's own IT infrastructure.

IHQ grants the Client a non-exclusive, non-transferable, revocable license to install and use the Lift Services software (in object code only) within the Client's cloud environment during the Subscription Period.

The Client is solely responsible for implementing and maintaining appropriate security measures, configurations, and access controls within its cloud environment to protect the Lift Services, associated data, and any systems interacting with it.

3.3. Security and Compliance

The Client is solely responsible for implementing and maintaining appropriate security measures, configurations, and access controls within its cloud environment. This includes implementing and maintaining firewalls, intrusion detection systems, and encryption; applying security patches and updates; managing user access rights, enforcing multi-factor authentication, and ensuring secure credentials management; conducting regular security assessments and compliance audits.

IHQ shall not be responsible for any unauthorised access, data loss, corruption, or security breaches occurring within the Client's cloud environment, except where such issues are directly caused by a defect in the Lift Services.

3.5. Indemnity

In addition to the Client Indemnity provided in the Service Terms, the Client shall indemnify, defend, and hold harmless IHQ and its Indemnified Parties from and against any and all Claims arising out of or in connection with: any unauthorised access, security breach, cyberattack, or data loss occurring within the Client's cloud environment; the Client's failure to prevent unauthorised access to the Lift Services, including breaches resulting from compromised user credentials, inadequate access controls, or third-party access granted by the Client without IHQ's approval; any Claims brought by third parties arising from security failures within the Client's environment.

4. Termination

Upon termination or expiry of this Agreement and/or any Lift Services the Client shall: Immediately cease all use of the Lift Service and delete all copies of the Lift Service, including backup copies, from its systems and environments; To certify in writing within seven (7) days of termination or expiry that it has fully complied with this Clause.

5. Definitions

"Lift Services" means the Lift services and/or software as described in the Documentation.

Lift Use Policy

The Client shall not and shall ensure that all authorised users shall not: alter, hide, or remove any copyright, trademark, or other Intellectual Property Rights notice contained in the Lift Service; copy, translate, publish, frame, mirror, create derivative works from, modify, reverse engineer, decompile, or disassemble the Lift Services; use the Lift Services for subscription offerings to third parties or to create a competing product or service; circumvent any access control, security or privacy features of the Lift Service; extract or reuse any ideas, algorithms, procedures, workflows, or hierarchies from the Lift Service for the purpose of creating a competitive substitute; train any algorithms based on the Lift Service; transfer, assign, or sublicense Lift Services without prior written consent from IHQ.