This Agreement governs use of IRIS INSTANT™ Platform and Services by End Companies and End Users.
In this Agreement the term “You” or “Your” means (i) users of the Platform in their individual capacity (End User) ; (ii) company or legal entity which End User represents which is the licensee of the IRIS INSTANT™ Platform ; and (iii) individual who is a licensee of IRIS INSTANT™ Platform.

“IRIS India” mean IRIS Business Services Limited, a company incorporated under the laws of India having its registered office at T-231, Tower 2, 3rd Floor, International Infotech Park, Vashi, Navi Mumbai 400703, and which owns the IRIS INSTANT™ Platform;

“IRIS Group” means IRIS India and its Affiliates;

“IRIS” means the specific affiliate within the IRIS Group through whom You have been provided access to IRIS INSTANT™. If your access is through a reseller or channel partner, IRIS means the specific affiliate within the IRIS Group through whom such reseller or channel partner has been granted rights to resell or relicense rights to You.

All terms of this Agreement apply to You whether you are a paid subscriber of the IRIS XBRL Platform or are accessing IRIS INSTANT™on a Free Trial basis.

By checking the box or signing on any document which includes link to this Agreement, You confirm that:

a. You agree to the terms of this Agreement;
b. If You are accessing the Platform as an End User through an End Company license, all actions of Yours are deemed as actions by End Company.

You may not access the IRIS INSTANT™ Platform if You are IRIS Group’ direct competitor, except with IRIS’ prior written consent. You may not access the IRIS INSTANT™ Platform for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

This Agreement will come into effect vis-a-vis an End Company from the earlier of (i) the first date its first End User accepts this Agreement; or (ii) date of commencement of term of the Order Form. If you are not employed, contracted or affiliated with End Company, this Agreement is effective as of the date You accept this Agreement.

1. DEFINITIONS
1.1. “Affiliate(s)” 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.

1.2. “Agreement” means this IRIS INSTANT™ License and Services Agreement, as amended and supplemented from time to time

1.3. “Review Services” or “Expert Assisted Service” means such services performed by domain experts of IRIS as requested and subscribed by the End User / End Company or channel partner/reseller on behalf of the End Company (if authorized by the End Company) for subscribed Module(s) on IRIS INSTANT™ platform

1.4. “Business Days” shall mean Monday to Friday but excludes all public holidays in India, details of which are listed below:
(i) Republic Day – 26th January
(ii) Labors’ Day – 1st May
(iii) Independence Day – 15th August
(iv) Mahatma Gandhi Jayanti – 2nd October
(v) Holi – Date varies every year.

1.5. “Business Hours” shall mean-: 24 hours x 5 Business Days
Note: While the 24 x 5 support applies both for Platform Support and Expert Assisted Services, the Expert Assisted Services teams are fully staffed 8 am – 11 pm IST, and minimally staffed for the remaining time during regular Business Days. However, Expert Assisted Services extend to a full staffing on a 24 x 5 mode on Business Days prior to regulatory deadlines (relevant for Modules that are used specifically for regulatory filings).
1.6. “Data” or “Your Data” means electronic data and information submitted by You, or on behalf of You to the IRIS INSTANT™ Platform or collected and processed by the End User or IRIS Group or channel partner/reseller (if authorized by the End Company) on Your behalf through the IRIS INSTANT™ Platform;

1.7. “Data Protection Laws” shall refer to the Personal Data Protection Act 2010 (PDPA) in Malaysia, as transposed into domestic legislation by the Personal Data Protection Commissioner and Ministry of Communications and Digital, Malaysia, replaced or superseded from time to time by any applicable laws replacing, amending, extending, re-enacting or consolidating any of the above Data Protection Laws and/or any corresponding or equivalent national laws or regulations.

1.8. “End Company” shall mean subscriber or licensees to the IRIS INSTANT™ Platform, either directly or through Reseller/Channel Partners;

1.9. “End User” means You, any individual who is the End Company employee, consultant, contractor or agent with whom the End Company transacts business in relation to the subscribed Module(s)and who is authorized by the End Company to use the IRIS INSTANT™ Platform on the End Company’s behalf and to whom the End Company or the channel partner/reseller on behalf of End Company have supplied valid user credentials. It is clarified that an End User who is a direct competitor of IRIS Group may not access the IRIS INSTANT™ Platform, except with the prior written consent of IRIS;

1.10. “Force Majeure” means a cause of delay or failure to perform beyond IRIS’ or Your reasonable control, which such party is unable to overcome by exercise of reasonable diligence, including but not limited to acts of God, war, terrorism, strikes, failures of suppliers, fires, floods, epidemic, pandemic or earthquakes;

1.11. “IRIS INSTANT™ Documentation” means the online user guides, documentation, help and training materials, as updated from time to time, accessible through any URL provided to You by IRIS or channel partner/reseller (if authorized by the End Company);

1.12. “IRIS INSTANT™ Platform” or “Platform” means IRIS INSTANT™, a cloud based, collaborative SaaS Platform with Modules that enable efficient report authoring and digital transformation of reports to various outputs formats. IRIS INSTANT™ referred to as IRIS INSTANT™ Platform or the Platform, is interchangeably used to mean one or more Module(s) of IRIS INSTANT™ and the term also includes the support (termed as Support) and expert assisted services (termed as Expert Assisted Services) extended by IRIS through the Platform as applicable, based on the Module(s) subscribed. Schedule 1 sets out the details of Modules of the IRIS INSTANT™ Platform and its offerings in different geographies;

1.13. “Malicious Codes” means codes, files, scripts, agents or programs intended to do harm, including, but not limited to viruses, worms and trojan horses;

1.14. “Order Form” means, (i) if the End Company is a direct subscriber to the IRIS INSTANT™ Platform, the ordering document issued by You to IRIS; or (ii) if the End Company is subscribing to the IRIS INSTANT™ Platform through a reseller/channel partner, the ordering document issued by You to the reseller/channel partner in relation to the End Company’s subscription/license to use the IRIS INSTANT™ Platform and avail the Expert Assisted Services.

1.15. “Party” shall mean You and/or IRIS;

1.16. “Purchased Services” means the IRIS INSTANT™ Platform and Expert Assisted Services, if any, that You purchase, as distinguished from those provided pursuant to a Free Trial; and

1.17. “Subscribed Modules” means specific Modules of IRIS INSTANT™ that have been subscribed to by You.

2. FREE TRIAL
2.1. If IRIS provides You with a free trial, IRIS will make the IRIS INSTANT™ Platform available to You on a trial basis free of charge and such terms and conditions as may appear on the trial registration web page (“Free Trial”) and for such period as communicated by IRIS to You (“Trial Period”). Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

2.2. Any Data You enter into IRIS INSTANT™ Platform and any customization made to the IRIS INSTANT™ Platform by You or for You during Your Free Trial will be permanently lost unless You avail Purchase Services or export such Data before the end of the Trial Period

2.3. Notwithstanding the terms of this Agreement, during the Free Trial, the IRIS INSTANT™ Platform is provided to You “AS-IS” without any warranty and IRIS will be under no obligation to indemnify You.

2.4. The Free Trial Services provided under this Agreement shall be provided for the Trial Period defined above unless earlier terminated earlier as set out below. At the end of the Trial Period, all rights to access or use the IRIS INSTANT™ Platform shall end. You may discontinue your use of IRIS INSTANT™ Platform at any time. IRIS may discontinue Your access to or use of IRIS INSTANT™ Platform at any time for any reason. You acknowledge and agree that IRIS has no obligation to retain Your content and Data, and that your content and applications will be irretrievably deleted, following the termination of the Free Trial unless You avail Purchased Services.

2.5. You agree and acknowledge that during and after the Free Trial period, IRIS may reach out to You to obtain feedback from You and/or Your End Users relating to the use and operation of the IRIS INSTANT™ Platform, by way of online and offline mechanisms, interviews, events, surveys, social media and such other modes. You agree that IRIS Group shall have a worldwide, exclusive, perpetual, irrevocable, royalty-free license to use and incorporate into the IRIS INSTANT™ Platform any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Your End User relating to the operation of the IRIS INSTANT™ Platform.

2.6. Please review the IRIS INSTANT™ Documentation during the trial period so that You become familiar with the features and functions of the IRIS INSTANT™ Platform before You make Your purchase.

3. IRIS’ RESPONSIBILITIES

3.1 IRIS INSTANT™ Platform Access to You and End Users
The access to the IRIS INSTANT™ Platform is provided by IRIS under “SaaS” mode, which foresees:
(i) The non-exclusive access to the latest version of the IRIS INSTANT™ Platform, including, without limitation, all upgrades, enhancements, error corrections, releases and versions for the Subscribed Module(s) generally made available to IRIS’ other customers, through internet;

(ii) The access to IRIS INSTANT™ Platform by You will be governed by the terms stated in this Agreement read in conjunction with your Order Form;

(iii) The hosting of the IRIS INSTANT™ Platform and the Your database on cloud data centers in Malaysia;

(iv) The automatic update of the versions of the IRIS INSTANT™ Platform for Subscribed Modules, and the guarantee of compatibility of data; and

(v) If Your access to the IRIS INSTANT™ Platform is through a reseller or channel partner, then this is subject to the continued existence of a relationship between IRIS and such partner.

3.2 Expert Assisted Services

(i) IRIS shall provide You with Expert Assisted Services as required and upon request, in accordance with Your Order Form.

(ii) Experts from IRIS Group will perform such Expert Assisted Services diligently, in good faith, in a professional manner, with best commercial efforts, in accordance with industry standards and consistent with the terms and conditions contained in this Agreement.

(iii) It is clarified that experts from IRIS Group may access the Data and use the IRIS INSTANT™ Platform on Your behalf to provide the Expert Assisted Services only in accordance with the terms and conditions of this Agreement and your Order Form.

(iv) Notwithstanding the foregoing, in the event You are accessing IRIS INSTANT™ Platform through a reseller/channel partner and have contracted with such reseller/channel partner to access your Data and / or to provide You any Expert Assisted Services, then: (a) use of Your Data by such reseller/channel partner would be in accordance with Your agreement with the reseller/channel partner and (b) reseller / channel partner will be directly responsible for any Expert Assisted Services provided to You by them. IRIS will not assume responsibility or liability for use of Your Data or the Expert Assisted Services provided by such reseller/channel partners.

3.3 Platform Availability, Maintenance and Upgrade
(i) Platform Availability: IRIS will use commercially reasonable efforts to make the IRIS INSTANT™ Platform available at all times, except for: (i) planned downtime (with sufficient electronic notice and which IRIS shall schedule to the extent practicable during the weekends; and (ii) any unavailability caused on account of occurrence of a Force Majeure Event
(ii) Platform Maintenance: IRIS warrants that it will be responsible for maintenance of the IRIS INSTANT™ Platform as well as resolution of any issues that affect IRIS INSTANT™ Platform’s normal functioning, based on the following SLAs:

Severity Definition Example Support Services
Urgent
(Severity 1) Issue that prevents user from accessing IRIS INSTANT™ Platform resulting in critical impact to work schedule of End Users End Users unable to log-in to the application • Response Time: 1 Business Hour

High
(Severity 2) Issue prevents End Users from performing certain critical time sensitive functions End Users unable to upload documents.
End Users unable to generate output files. • Response Time: 1 Business Hour

Medium
(Severity 3) Issue prevents End Users from performing a portion of their duties but End Users have other alternatives available so that it does not adversely affect their work End Users unable to raise comments through the IRIS INSTANT™ Platform • Response Time: 2 Business Hours

Low
(Severity 4) Non critical issue which does not impact End Users from performing their duties Alerts and Notifications incorrect • Response Time: 2 Business Days

Note: IRIS will take best efforts to resolve all support issues as quickly as practicable, but the resolution times will be determined based on the nature of issue encountered.

(iii) In the event of any malfunction of inability to use functionalities on the IRIS INSTANT™ Platform, End User will provide a description as precise as possible of the operations performed by the End User which have led to the issue or malfunction. In case IRIS is unable to replicate or resolve the issue, IRIS will make best efforts to provide an alternate solution so that Your Module’s deadline is not hampered.

(iv) Such resolution time will not be applicable if problem has arisen subsequent to any unauthorized modification of the IRIS INSTANT™ Platform, or if You have used IRIS INSTANT™ Platform in any way not in conformance with the IRIS INSTANT™ Documentation. Such resolution time does not apply to technical or functional problems resulting from Your own system or browser issues, or third parties services like Microsoft Azure.

(v) Platform Updates: For Subscribed Modules involving a regulator’s XBRL taxonomy, IRIS undertakes to keep the IRIS INSTANT™ Platform updated at no additional cost for updates that might affect the creation of the XBRL and Inline XBRL instance document such as changes in the regulator’s taxonomy or business rules. All Updates in the IRIS INSTANT™ Platform will ensure that the Your Data is automatically compatible with the latest Platform version.

4. IRIS WARRANTIES

4.1 Ownership of IRIS INSTANT™ Platform

(i) IRIS warrants that IRIS India owns the IRIS INSTANT™ Platform and any proprietary rights related to the IRIS INSTANT™ Platform and the intellectual property in the IRIS INSTANT™ Platform and all rights relating thereto, does not infringe in whole or in part any intellectual property right of any third party.
(ii) IRIS warrants that, during the term of this Agreement, the IRIS INSTANT™ Platform will perform substantially in accordance with the functional specifications set forth in this Agreement and IRIS INSTANT™ Documentation (only if the IRIS INSTANT™ Platform is used by You for purpose as outlined in this Agreement read with the Order Form). You understand that the IRIS INSTANT™ Platform is provided “as-is”, and IRIS disclaims all liability and indemnification obligations for any harm or damages caused by any third-party hosting providers.
(iii) Except in case of gross negligence duly proven in a court of law, IRIS Group does not assume any liability for any damage caused, directly or indirectly, because of (a) inaccuracy of Expert Assisted Services, provided they have made best and bona-fide efforts to execute work with maximum accuracy; and (b) delays, related directly or indirectly to IRIS Group’s actions or inactions, providing they have made best and bona-fide efforts to execute work within the regular time duration for similar work.

4.2 Data Protection and Security

(i) IRIS undertakes to ensure the confidentiality of Your Data (including Your Personal Data), and undertakes to maintain administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Your Data (including Your Personal Data). IRIS further agrees to take measures for preventing access or, use or disclosure of Data(including Your Personal Data) except in relation to (i) providing the IRIS INSTANT™ Platform standard support services and to prevent or address service or technical problems; (ii) providing Expert Assisted Services; (iii) compulsion by law, and/or (iv) access, use and disclosure otherwise permitted in writing by You.

(ii) IRIS may share your Personal Data with third-party service providers who act on its behalf, strictly for the purposes stated herein and under confidentiality obligations. Personal Data will not be sold or disclosed to unrelated third parties without your consent unless required by law. If Personal Data is transferred outside of Malaysia, IRIS shall ensure that the receiving country or organization provides a level of protection equivalent to the PDPA or that appropriate safeguards are in place. In the event Expert Assisted Services are availed by You from IRIS, You confirm and acknowledge that (i) You have understood and accepted that while IRIS INSTANT™ Platform is hosted on Microsoft Azure data centers around the US and the EU region, IRIS Group’s expert teams located primarily in India will provide support services (including Expert Assisted Services) in terms of the Order Form through the IRIS INSTANT™ Platform; (ii) by entering into this Agreement, You are authorizing experts from IRIS Group to access the Data (including Your Personal Data) and the IRIS INSTANT™ Platform on Your behalf; and (iii) You hereby give your consent in terms of the applicable law, to provide access to Your Data including personal data to IRIS Group’s expert support team to process the Data and to provide support services (including Expert Assisted Services or training) in terms of the Order Form.

(iii) IRIS confirms that where IRIS Group is providing Expert Assisted Services, IRIS will process the Data (including the Personal Data) only in order to carry out its obligations in terms of this Agreement read with the relevant Order Form. Further, IRIS shall in relation to the Data (including the Personal Data) implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk.

(iv) Further, where IRIS is providing Expert Assisted Services, IRIS shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to Your Data (including your Personal Data), ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Data (including your Personal Data), as strictly necessary for the purposes of the Agreement read in conjunction with the Order Form, where applicable, and to comply with applicable laws in the context of that individual’s duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality

(v) IRIS shall in relation to Your Personal Data IRIS shall process all Personal Data and implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, and in accordance with the Personal Data Protection Act 2010 (PDPA) of Malaysia and any other applicable data protection laws. IRIS will take reasonable organizational and technical measures to protect your Personal Data from unauthorized access, disclosure, alteration, or destruction. In assessing the appropriate level of security, IRIS shall take account in particular, the risks that are presented by processing, in particular from a Personal Data Breach.

(vi) IRIS shall provide reasonable assistance to You with any data protection impact assessments, and prior consultations with competent data privacy authorities, which You reasonably consider to be required by the PDPA. ,

(vii) In the event of any actual or suspected personal data breach IRIS shall promptly notify (and in any case within 72 hours) You in writing upon becoming aware of such breach. The notification shall include the nature of the breach, the categories and approximate number of data subjects concerned, the likely consequences, and the measures taken or proposed to address the breach.

(viii) IRIS shall cooperate fully with the Customer to investigate the breach, mitigate its effects, and comply with any legal or regulatory obligations, including notifications to the Personal Data Protection Commissioner and affected data subjects, where required. IRIS shall take all reasonable steps to prevent recurrence of such breach.

(ix) Personal data will be retained only for as long as necessary to fulfill the purposes for which it was collected or to comply with legal, regulatory, or internal policy requirements. Upon termination or expiration of this Agreement, or upon written request, IRIS shall securely delete or return all personal data, unless otherwise required by law.

(x) You have the right to access, correct, or update your personal data held by the Licensor. Requests may be submitted through the contact details provided in the Privacy Policy.
(xi) In the event that You have contracted with reseller/channel partner to provide You any Expert Assisted Services, then such reseller/channel partner shall be solely responsible for taking Your consent in terms of applicable law to access or process Your Data (including Your Personal Data). Further, such channel partner/reseller shall be solely responsible for any such Data that it accesses, including its compliance with applicable Data Protection Laws as well as providing you safeguards and implementing Data security measures as required.

4.3 Compliance with Security Standards
IRIS confirms that IRIS INSTANT™ Platform undertakes and confirms that during the term of this Agreement, it shall:
(i) Undertake and Maintain SOC certification or a comparable certification for IRIS INSTANT™ Platform;
(ii) Maintain adequate technical and organisational measures to protect Your Data, including Your Personal Data and if requested by You, provide detailed written description of the technical and organisational measures used by Us for ensuring an adequate level of protection of Your Data;
(iii) Maintain and adhere to an information security policy and information security management system which ensures proper organisation of information security responsibilities
(iv) ensure that a security risk assessment is performed at least once a year to identify new or changed risks;
(v) Conduct internal audits on internal process and security of IRIS INSTANT™ Platform on a regular basis;
(vi) use appropriate technical measures for monitoring and log management on IRIS INSTANT™ Platform;
(vii) adhere to standard information services industry practices by maintaining periodic encrypted back-up copies of Your Data to allow for recovery in the event of loss, corruption or other similar event or circumstances that may occur during the use of the IRIS INSTANT™ Platform by You or IRIS or reseller/channel partner (if authorized by You) in relation to the subscribed Module(s) and/or provision of Expert Assisted Services;
(viii) inform You about any security related weaknesses in IRIS INSTANT™ Platform immediately, to the extent this affects You, as well as about the measures planned for IRIS INSTANT™ addressing these security related weaknesses including roadmaps, available patches and updates, etc. before this information is disclosed to the public; and
(ix) Upon reasonable notice, IRIS agrees to work with You to enable You to extract Data from the IRIS INSTANT™Platform and terminate Your subscription to the IRIS INSTANT™ Platform and/or IRIS Expert Assisted Services. It is clarified that such extraction of data would be done only on Business Days during Business Hours.

5. END COMPANY WARRANTIES

5.1 Compliance with terms of this Agreement
You accept that the sub-license and rights granted to You are only for the purposes of using the subscribed Module(s) to meet your reporting requirements and that Your access to IRIS INSTANT™ Platform is subject to terms of this Agreement read with the Order Form. You may not (a) make the IRIS INSTANT™ Platform or IRIS INSTANT™ Documentation available to anyone other than to End Users; (b) permit direct or indirect access to or use of the IRIS INSTANT™ Platform in a way that circumvents a contractual usage limit; (c) copy the IRIS INSTANT™ Platform or any part, feature, function, source code or user interface thereof; (d) use the IRIS INSTANT™ Platform or any system services accessed through the IRIS INSTANT™ Platform to disrupt, disable, or otherwise harm the operations, software, hardware, equipment, and/or systems of the IRIS INSTANT™ Platform; (e) use or permit the use of IRIS INSTANT™ Platform for any other benchmarking or competitive purposes; (f) use the IRIS INSTANT™ Platform for any purpose or in any manner other than that expressly set forth in this Agreement.

5.2 Feedback and Testimonials
(i) You agree and acknowledge that actively obtaining feedback, reviews and testimonials from You and Your End Users by way of online and offline mechanisms, interviews, events, surveys, social media and such other modes on a regular basis is of utmost importance for the IRIS INSTANT™ Platform and Expert Assisted Services to stay competitive in the market place. You recognize that Your direct feedback from plays a critical role in shaping the IRIS INSTANT™ Platform, and IRIS will be reaching out to You and Your End User to obtain such feedback.

(ii) You agree that IRIS Group shall have a worldwide, exclusive, perpetual, irrevocable, royalty-free license to use and incorporate into the IRIS INSTANT™ Platform any suggestion, enhancement request, recommendation, correction, testimonials or other feedback provided by You or Your End User relating to the operation of the IRIS INSTANT™ Platform.

5.3 Use of Name / Logos
By subscribing to IRIS INSTANT™, you authorize IRIS to use End Company’s trademarks, trade names and logos, specifically with reference to your use of the Platform and IRIS Expert Assisted Services.

5.4 Use by End User
You warrant that any act or omission by Your End Users resulting in breach of the terms of this Agreement shall be deemed as an act or omission by End Company, and shall give IRIS the right to exercise any of the remedies set out in Section 10.2.

6. FEES AND PAYMENT FOR PURCHASED SERVICES
6.1. The End Company will pay all fees specified in the Order Forms;
6.2. Fees are based on IRIS INSTANT™ Platform and Purchased Services and not actual usage;
6.3. Payment obligations are non – cancellable and fees paid are non-refundable; and
6.4. Quantities purchased cannot be decreased during the relevant license term.

7. NON-DISPARAGEMENT
You undertake that You will not nor permit any of Your affiliates to, directly or indirectly, do, say or write anything that brings IRIS, or any principal, officer, director, shareholder, employee or agent thereof, into disrepute.

8. CONFIDENTIALITY

8.1 “Confidential Information” means all information disclosed by a Party (“Disclosing Party”) to other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Without prejudice to the generality of the foregoing, Confidential Information of each Party includes but are not limited to the information relating to the IRIS INSTANT™ Platform, the terms and conditions of this Agreement, Order Forms, know-how, Data as well as business and marketing plans, financial information, technology and technical information, product plans and designs, and business processes disclosed by such Party. However, Confidential Information 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 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 received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. All the Disclosing Party’s Confidential Information remains the property of the Disclosing Party.

8.2 The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to 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, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither of the parties of this Agreement will disclose the terms of this Agreement nor shall You share access or view to the IRIS INSTANT™ Platform or IRIS INSTANT™ Documentation, to any third party other than its Affiliates, authorized employees and personnel, legal counsel and accountants without the other Party’s prior written consent, provided that a Party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this Section.

8.3 The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, 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. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a legal proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

8.4 After termination of the Agreement, the Receiving Party agrees to either promptly return to the Disclosing Party or destroy as far as reasonably materially possible all copies of documents, e-mails, other manuscripts and generally any media containing Confidential Information which are in its possession, except those required by law to be archived. The Receiving Party shall keep that the Confidential Information retained by it in accordance with this Section in accordance with the confidentiality obligations contained in this Agreement.

8.5 The Parties agree and acknowledge that the Confidential Information disclosed may include or be construed as ‘price sensitive information’ or ‘inside information’ and that accordingly applicable law may restrict or prohibit the use of and/or disclosure of such Confidential Information. Each Party agrees, undertakes and confirms that it shall not directly or indirectly, trade or undertake to trade or cause to trade on the basis of Confidential Information.

9 INDEMNIFICATION AND LIMITATION LIABILITY

9.1 END USER
(i) You shall indemnify and hold harmless IRIS Group, its Affiliates and their respective employees, officers, directors, agents, assigns and successors-in-interest against any and all claims, suits, actions, proceedings or demands, judgments, losses, payments, costs, expenses (including but not limited to expenses related to investigation and reasonable attorneys’ fees), damages, settlements, liabilities, fines and penalties (“Loss”) arising out of, resulting from, relating to or in connection with the breach of any provision of this Agreement by You or Your End Users.

(ii) In relation to an indemnification payment, IRIS Group shall give a notice in writing to You of the Loss and/or any claim or of the commencement of any proceeding against IRIS brought by any third party with respect to which IRIS Group seeks indemnification. Such notice shall be in writing and shall specify (in reasonable detail) the matter which gives rise to the Loss, and the amount claimed in respect of such Loss. It is provided, however, that any delay to so notify You shall not relieve You from any obligation or liability. You shall within the earlier of: (a) 30 (thirty) days of receipt of such notice, or (b) the due date for such payment to any third party as specified in the notice, reimburse to IRIS Group an amount equal to the Loss.

9.2 IRIS (LICENSE INDEMNIFICATION)
i. IRIS Group will defend, indemnify and hold harmless Customer/End Company, its current officers, directors, employees, and agents from any and all third party claims or actions, expenses (including reasonable attorneys’ fees), damages, suits, costs, losses or judgments relating to the Platform, any Proprietary Information developed or supplied by IRIS Group that infringes on, violates olr misappropriates any copyright, patent, trademark, trade secret or other proprietary right.
ii. IRIS Group shall defend or settle any claim, demand, suit or proceeding brought against Customer/End Company by a person or a third-party based on a claim that:
iii. The possession of Platform or any element thereof, furnished by IRIS Group or Services/Deliverables provided by IRIS hereunder, or the authorized use of the Platform, or any part thereof in accordance with this Agreement, infringes the Intellectual Property Rights of any third party, provided that:
a. Customer/End Company notifies IRIS Group in writing, of such claim;
b. IRIS is given sole control of the defense or settlement of the claim so long as there is no detriment or liability to the Customer/End Company;
c. Customer/End Company shall not enter into any settlement or compromise on any claim without the IRIS Group’s prior written consent;
d. Customer/End Company providing such assistance, information, and authority as IRIS Group may reasonably request; and
e. Customer/End Company complying with any court order or settlement made in connection with the claim (for example – relating to the future Use of the affected Platform).
9.3 Subject to Limitation mention under clause 10 of this agreement, IRIS Group shall pay all settlement amounts, damages, and costs that a court finally awards against Customer/End Company. Notwithstanding any other provisions hereof, the foregoing indemnity will not apply with respect to any infringement based on Customer/End Company’s activities occurring subsequent to Customer/End Company’s receipt of notice of any claimed infringement, unless IRIS Group has given Customer/End Company written permission to continue the use of, the allegedly infringing part of the Platform.
9.4 Notwithstanding the foregoing provisions of this Section, IRIS Group shall not have any liability to Customer/End Company under this Section to the extent that any infringement or claim thereof is based upon:
(i) changes, modifications made to the Platform or the applicable deliverables by Customer/End Company without the express permission of IRIS Group;
(ii) compliance with designs, plans or specifications provided by Customer/End Company;
(iii) use of Platform in an application or environment for which it was not designed, not provided for in the Documentation or not contemplated under this Agreement.
(iv) Notwithstanding anything mentioned under this agreement, the total cumulative liability of the Indemnifying Party arising from or relating to this Agreement will be limited to an amount equal to the aggregate amount payable by the Customer or End Company/already paid by the Customer or End Company for the Platform.

10 LIMITATION AND DISCLAIMER OF LIABILITY
10.1 Limitation:
(i) IN NO EVENT WILL IRIS GROUP BE LIABLE TO OTHER PARTY OR ANY THIRD PARTY FOR ANY LOST PROFITS, OR OTHER CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, COVER, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, EVEN IF IRIS GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(ii) IRIS GROUP WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES SUCH AS, BUT NOT LIMITED TO, COMPENSATION OR DAMAGES FOR LOSS OF PRESENT OR PROSPECTIVE PROFITS OR REVENUES, LOSS OF ACTUAL OR ANTICIPATED COMMISSIONS, OR EXPENDITURES OR COMMITMENTS MADE IN CONNECTION WITH THE PERFORMANCE OF OBLIGATIONS UNDER THIS AGREEMENT OR THE USE OF, OR INABILITY TO USE, THE IRIS INSTANT™ PLATFORM AND SUPPORT SERVICES OR OTHER SERVICES, EVEN IF IRIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 IRIS Group’s aggregate liability arising under or related to this Agreement hereto, whether from gross negligence, misrepresentation, breach of contract or otherwise, shall not exceed (i) for the first year of engagement, the fees paid by YOU to IRIS Group during the first year (ii) for any subsequent year, the fees paid by the YOU to IRIS Group during the previous year.

11 TERM AND TERMINATION
11.1. Term of Agreement. This Agreement shall be co-terminus with the term of the Purchased Services or the Free Trial period as the case may be, provided however that if the access to the IRIS INSTANT™ Platform is through a channel partner/reseller, then term of this Agreement shall be co-terminus with the agreement/arrangement between the channel partner and IRIS.

11.2. Termination and consequences of Termination
(i) Any Act or omission by You resulting in breach of the terms of this Agreement shall give IRIS the right to terminate or suspend End Company’s and/ or defaulting End Users’ access to the IRIS INSTANT™ Platform,
(ii) claim indemnification in terms of this Agreement and exercise such other rights and remedies that IRIS may have under applicable law
(iii) In the event your access to IRIS INSTANT™ is through a reseller / channel partner, and in the event of termination of the underlying agreement/arrangement between IRIS and reseller /channel partner, IRIS will have the right to seamlessly transition Your contract either directly with IRIS or with another channel partner/reseller such that your access to the Subscribed Modules of the Platform and associated Expert Assisted Services continues unhampered on the same terms and conditions.

11.3. Surviving Provisions. The Sections and sub-sections titled “Data Protection and Security”, “Confidentiality”, ” ” Indemnification”, “Manner of Giving Notices”, “Agreement to Governing Law and Jurisdiction”, and “General Provisions” will survive any termination or expiration of this Agreement (other than in case of Free Trial).

11.4. Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing, accompanied with an electronic mail and shall be deemed to have been given upon: (i) personal delivery, (ii) the third business day after mailing i.e. certified mail (postage prepaid) or by private courier, (iii) the first business day after sending by confirmed facsimile, or (iv) the first business day after sending by email. Billing-related notices to You shall be addressed to the relevant billing contact designated by You. All other notices to You shall be addressed to person designated by You on the Order Form.

12 GENERAL PROVISIONS

12.1. Agreement to Governing Law, Jurisdiction and Dispute Resolution: If You are a direct customer, the provisions relating to governing law, jurisdiction, and dispute resolution mechanism as set forth in the applicable Order Form shall apply and are incorporated by reference into this Agreement, and shall govern any and all disputes or issues arising out of or in connection with this Agreement. If You are subscribing to the IRIS INSTANT™ Platform through a partner or reseller, this Agreement and any dispute, controversy or claim arising out of or relating to this Agreement, including its existence, validity, interpretation, performance, breach, or termination, shall be governed by and construed in accordance with the laws of Malaysia, without regard to its conflict of law provisions. Such disputes shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference into this clause. The arbitral tribunal shall consist of three (3) arbitrators. Each Party shall appoint one arbitrator, and the two arbitrators so appointed shall jointly nominate the third arbitrator, who shall act as the presiding arbitrator. If the parties fail to appoint arbitrators as per the timelines or procedures set out in the SIAC Rules, the President of the SIAC Court of Arbitration shall make such appointments. The seat and venue of arbitration shall be Singapore, and the proceedings shall be conducted in the English language. The arbitration award shall be final and binding on the Parties and may be enforced in any court of competent jurisdiction, including the courts of Malaysia. Notwithstanding the foregoing, IRIS shall be entitled to seek interim, injunctive, or equitable relief from any court of competent jurisdiction, including for protection of its intellectual property, confidential information, or enforcement of contractual obligations, without first referring the dispute to arbitration.IRIS INSTANT™.

12.2. Anti-Corruption: You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of IRIS’ employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Legal Department at [email protected]

12.3. Entire Agreement: This Agreement read with the Order Form is the entire agreement between You and IRIS regarding Your use of IRIS INSTANT™ Platform and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the Party against whom the modification, amendment or waiver is to be asserted.

12.4. Severability: If any court of competent jurisdiction declares any provision of this Agreement invalid or unenforceable, the remainder of the Agreement shall remain fully enforceable. To the extent that any court of competent jurisdiction concludes that any provision of this Agreement is void or voidable, the court shall reform such provision(s) to render the provision(s) enforceable, but only to the extent absolutely necessary to render the provision(s) enforceable.

12.5. Assignment: None of the Parties shall assign any of their rights or obligations hereunder, whether by operation of law or otherwise, without the other Party’s prior written consent. Notwithstanding the foregoing, if You are acquired by, sell substantially all of its assets to, or undergoes a change of control in favour of, IRIS’ direct competitor, then IRIS may terminate this Agreement upon written notice of thirty (30) days. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their respective successors and permitted assigns.

12.6. Relationship of the Parties: The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.

12.7. Third-Party Beneficiaries: There are no other third-party beneficiaries under this Agreement.

12.8. Waiver: No failure or delay by either Party in exercising any right under this Agreement will constitute a waiver of that right.

12.9. Order of Precedence: In the event of any conflict between the terms of the relevant Order Form, the IRIS INSTANT™ proposal (if referred to in the relevant Order Form) and this Agreement: (i) if the End Company is a direct subscriber to the IRIS INSTANT™ Platform, the provisions of the relevant Order Form will prevail; (b) if the End Company is subscribing to the IRIS INSTANT™ Platform through a reseller/channel partner, the provisions of this Agreement shall prevail.

Accepted and Agreed by You

SCHEDULE 1

IRIS INSTANT™ PLATFORM

IRIS INSTANT™ is an innovative, AI-powered platform designed to transform financial reporting processes by automating the extraction, validation, and conversion of financial statements into XBRL files. By leveraging advanced artificial intelligence capabilities, IRIS INSTANT™ streamlines the traditionally manual, time-consuming, and error-prone financial reporting workflow.

“Expert Assisted Services means services performed by domain experts of IRIS as requested by the End Company for Subscribed Module(s) on IRIS INSTANT™ Platform, and may include Customized Training / Workshops, Document Onboarding, Document roll forward, Ongoing / ad-hoc support, XBRL expert assistance.

Please Check your Order Form / contract, and /or check with IRIS or Reseller (where applicable) for details of Expert Assisted Services that you are eligible for based on the Modules that you have subscribed to.