UpStore

Subscription Agreement

By subscribing to the services (the "Services") provided by UpStore Sdn. Bhd. and its affiliates (collectively, "UpStore") in relation with Odoo Enterprise Edition or Odoo Community Edition (the "Software"), hosted on cloud platforms (the "Cloud Platform") or on-premises ("Self-Hosting"), you (the "Customer") are agreeing to be bound by the following terms and conditions (the "Agreement").

1 Term of the Agreement

The duration of this Agreement (the "Term") shall be specified in writing on conclusion of this Agreement, beginning on the date of conclusion. It is automatically renewed for an equal Term, unless either party provides a written notice of termination minimum 30 days before the end of the Term to the other party.

2 Definitions

User — Any user account indicated as active in the Software, with access to creation and/or edition mode. Deactivated user accounts and accounts used by external people who only have limited access through portal facilities are not counted as Users.

App — An "App" is a specialized group of features available for installation in the Software.

Extra Module — An extra module is a directory of source code files, or a set of customizations created in a database, that adds features or changes the standard behavior of the Software.

Bug — Is considered a Bug any failure of the Software that results in a complete stop, error traceback or security breach, and is not directly caused by a defective installation or configuration.

Covered Versions — Unless specified otherwise, the Services provided under this Agreement are applicable only to the 3 most recently released major versions.

3 Access to the Software

The Customer can use the Software hosted on the Cloud Platform, or choose the Self-Hosting option. For the duration of this Agreement, a non-exclusive, non-transferable license to use the Software is granted under the applicable terms.

4 Services

4.1 Bug Fixing Service

For the duration of this Agreement, all reasonable efforts will be made to remedy any Bug of the Software submitted by the Customer through the appropriate channel, and to start handling such submissions within 2 business days.

4.2 Security Updates Service

Security advisories will be sent to the Customer for any security Bug discovered in the Covered Versions. For the Cloud Platform, security remedies are applied automatically on all managed systems.

4.3 Upgrade Services

The Customer can submit upgrade requests to convert a database from any version to a more recent Covered Version. This service is limited to the technical conversion and adaptation of the database to make it compatible with the target version.

4.4 Cloud Hosting Services

When the Customer chooses the Cloud Platform, the following services are provided:

4.5 Support Services

The Customer may open an unlimited number of support tickets free of charge, exclusively for questions regarding Bugs or guidance with respect to the use of the standard features of the Software.

5 Charges and Fees

5.1 Standard charges

The standard charges for the subscription and Services are based on the number of Users and the Subscription Plan used by the Customer, and specified in writing at the conclusion of the Agreement.

5.2 Renewal charges

Upon renewal, if the charges applied during the previous Term are lower than the most current applicable list price, these charges will increase by up to 7%.

5.3 Taxes

All fees and charges are exclusive of all applicable taxes. The Customer is responsible for paying all taxes associated with purchases made under this Agreement.

6 Conditions of Services

6.1 Customer Obligations

The Customer agrees to:

6.4 Confidentiality

All information disclosed by a party to the other party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential, shall be treated with the same degree of care used to protect one's own confidential information.

6.5 Data Protection

The parties acknowledge that databases may contain Personal Data. Processing will be performed in conformance with Data Protection Legislation, including GDPR where applicable.

6.6 Termination

In the event that either Party fails to fulfill any of its obligations, and if such breach has not been remedied within 30 calendar days from the written notice of such breach, this Agreement may be terminated immediately by the non-breaching Party.

7 Warranties, Disclaimers, Liability

7.1 Warranties

For the duration of this Agreement, commercially reasonable efforts will be used to execute the Services in accordance with generally accepted industry standards.

7.2 Disclaimers

Except as expressly provided herein, neither party makes any warranty of any kind, whether express, implied, statutory or otherwise, to the maximum extent permitted by applicable law.

7.3 Limitation of Liability

To the maximum extent permitted by law, the aggregate liability of each party arising out of or related to this Agreement will not exceed 50% of the total amount paid by the Customer during the 12 months immediately preceding the date of the event giving rise to such claim.

8 General Provisions

8.1 Governing Law

This Agreement and all Customer orders will be subject to the applicable governing law as agreed upon at the time of contract execution.

8.2 Severability

In case any one or more of the provisions of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall be in no way thereby affected or impaired.