TTEC Digital SaaS and Cloud Services End User##Agreement##This TTEC Digital Software as a Service (‘SaaS”) and##Cloud Services (“TTEC Services”) End User Agreement##and any documentation referenced herein (“EUA”) is entered##into by and between the TTEC affiliate listed in the##applicable ordering document and Client and contains##the terms and conditions that govern Client’s access to##and use of the TTEC Services.##1. Access and Use Right. TTEC hereby grants to##Client a nonexclusive, nontransferable, worldwide,##revocable, right to access and use TTEC Services during##the subscription period and solely for Client’s internal##business use and within Client’s own business unit for##the quantities for which Client has paid the applicable##subscription fee. Client has no right to receive a copy##of the object or source code version of the TTEC##Services. Client agrees that TTEC shall have the right to##use anonymized user data (i.e., data that is not##identifiable to any specific individual) for its own##business and reporting purposes and such right shall##survive any termination of this EUA. TTEC may track##Client’s usage of the TTEC Services usage for purposes##including but not limited to, information security,##preventing unauthorized use of the product, accurate##billing and ensuring application stability and scalability.##The access and use of TTEC Services is subject to##payment of the subscription fee and the fulfillment of##all requirements stipulated in this EUA and/or the order##form. Client acknowledges and agrees that TTEC##Services may leverage third party software, including##but not limited to open-source software or freeware.##2. Restrictions on Use. Except as expressly##permitted by this EUA or applicable laws, Client agrees##not and shall not permit others to (a) copy, modify,##decompile, reverse engineer, disassemble, or otherwise##discover, or to sell, rent, lease, transfer, sublicense, or##loan the TTEC Services or use TTEC Services as a service##bureau, in whole or part; (b) create derivative works of##the TTEC Services; (c) access the TTEC Services to build##a competitive product or service or assist a third party##to do so; (d) copy any feature, function, integrations, or##interfaces of the TTEC Services; (e) use the TTEC##Services in an unlawful or harmful manner or##circumvent any security or usages controls; and/or (f)##disclose the results of any performance, functionality##evaluation or benchmarking to a third party without##the express written approval of TTEC. In addition,##without the prior express written consent of TTEC,##Client shall not perform any technical, application or##infrastructure##security integrity review, penetration test, or vulnerability##scan of the TTEC Services. TTEC reserves all right, title, and##interest in and to the TTEC Services not explicitly granted##herein, including without limitation all copyrights, patents,##and any other proprietary rights and all derivatives and##modifications thereto. Client shall not remove or obscure##any copyright notices or proprietary legends contained##within TTEC Services or Documentation.##3. Provision of TTEC Services. Your use of the TTEC##Services is subject to this EUA and includes TTEC Software##Service Level Agreement (“SLA”), which is provided hereto##as Schedule A and incorporated by reference.##4. Term. This EUA governs use of the TTEC Services##starting on the Effective Date listed in the applicable##ordering document and continues until the end of the Term.##The Term shall begin after a period of days intended to##allow you to implement the TTEC Services (“Ramp Period”),##if any, which shall be defined in the applicable ordering##document. At the end of the Term, the EUA shall renew on##an annual basis, or for a different term agreed to between##the per the subsequent applicable ordering document##entered into with TTEC, unless terminated in accordance##with the applicable ordering document and this EUA.##5. Termination. Either party may terminate this EUA##for cause upon thirty (30) days’ written notice if the other##party materially breaches any provision of this EUA and fails##to cure such breach within the notice period. Upon##termination, Client shall cease all use of the TTEC Services##and certify destruction of any related materials. If##terminated by TTEC, TTEC shall retain any prepaid fees, and##Client shall remain liable for any outstanding fees accrued##prior to termination.##6. Use of Artificial Intelligence. Client##acknowledges that certain TTEC Services may incorporate##generative artificial intelligence ('AI') features. TTEC makes##no representations or warranties regarding the accuracy,##completeness, or reliability of AI-generated outputs. Client##is solely responsible for reviewing and validating any such##outputs before use. AI features shall not be used for any##unlawful, discriminatory, or high-risk purposes, including##but not limited to medical, legal, or financial decisionmaking. Ownership of AI-generated content shall be owned##by the Client.##7. Client Data. “Client Data” shall mean any##electronic data: (i) stored by, or (ii) submitted by you to, for##use with the TTEC Services. Client may provide Client Data##for use with the TTEC Services, and Client is solely##responsible for the content, accuracy, and legal sufficiency##of Client Data. TTEC makes no claim of ownership to Client##Data and Client retains all ownership rights to Client Data.##TTEC will utilize applicable industry standards to keep Client##Data secure and confidential in accordance with this EUA.##Client consents to the use of Client Data to provide the TTEC##Services to you, including the use of Azure or AWS for##storage of Client Data in accordance with the Azure##Policies, located at https://azure.microsoft.com/enus/support/legal/ or the AWS Policies located at##https://aws.amazon.com/aup/ both of which are##incorporated into this Agreement by this reference.##Client represents and warrants that it has obtained all##the consents necessary for TTEC to collect, access,##process, store, transmit, and otherwise use Client Data##in accordance with this EUA. Client acknowledges that##TTEC has no control over the content of Client Data,##and TTEC expressly disclaims any duty to review or##determine the legality, accuracy or completeness of##Client Data.##8. Proprietary Rights. All intellectual property##rights in the TTEC Services, and all updates, upgrades,##enhancements, new versions, releases, corrections,##copies, translations, adaptations, and modifications##thereof, are and shall remain the exclusive property of##TTEC or its business partners, licensors or suppliers, as##applicable, whether or not specifically recognized or##perfected under applicable laws. All intellectual##property rights in and to Customer Data are and shall##remain Customer’s sole property, provided, however,##that Customer grants Supplier, and its affiliates and##contractors the right to access, process, store, transmit,##and otherwise make use of the Customer Data with the##Cloud Services to ensure its proper operation, fulfil##Supplier’s obligations, or as otherwise consistent with##this EUA. TTEC will not rent or sell Customer Data.##9. Limited Warranty. TTEC warrants that the##TTEC Services will substantially conform in all material##respects to the documentation (“Documentation”)##during the subscribed period. If the TTEC Services fails##to fulfill or is not in compliance with the warranty set##forth in this section, then Client must inform TTEC in##writing and provide information and materials to allow##TTEC to reproduce the noncompliance. Client’s##exclusive remedy under the provision will be to have##TTEC, at TTEC’s expense and sole option, to either: (a)##repair the non-conforming portion of the TTEC##Services; (b) modify or repair the non-conforming##portion of the TTEC Services with other service offering##comparable functionality; or (c) if TTEC is unable to##correct the warranty issues after a commercially##reasonably period of time, Client may terminate the##TTEC Services and TTEC will refund any prepaid, unused##fees covering the remainder of the subscribed period.##If refunded, Client’s access to TTEC Services will be##terminated. This warranty does not apply to problems##caused by (i) abuse, misuse, alteration, neglect,##accident, unauthorized repair or installation or acts or##omissions by any party other than TTEC; (ii) Client’s##hardware, software, networks, or##systems/environment; (iii) Client’s failure to promptly##install or allow an installation of a revision, update or##release provided by TTEC; (iv) use of the TTEC Services not##in accordance with the Documentation; or (v) any thirdparty services or provider or any force majeure events. THE##WARRANTIES IN THIS SECTION ARE EXCLUSIVE AND TTEC##EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES,##WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED##WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR USE OR##PURPOSE, OR ANY WARRANTIES THAT THE TTEC##OFFERINGS OR WORK PRODUCT WILL BE ERROR-FREE OR##OPERATE WITHOUT INTERRUPTION; OR THAT THE TTEC##SERVICES WILL PROVIDE ANY SPECIFIC RESULTS OR MEET##THE REQUIREMENTS OF CLIENT. THIS SECTION SETS OUT##TTEC’S ENTIRE OBLIGATION AND LIABILITY AND CLIENT’S##SOLE REMEDY FOR ANY BREACH OF THE WARRANTY SET##FORTH IN THIS SECTION AND FOR ANY VIOLATION OF##THIS EUA, OTHER THAN UPTIME LEVEL CREDITS OUTLINED##IN SCHEDULE A.##10. Indemnification by Client. Client shall indemnify,##defend, and hold harmless TTEC, its affiliates, and their##respective officers, directors, employees, and agents from##and against any and all claims, damages, liabilities, losses,##costs, and expenses (including reasonable attorneys’ fees)##arising out of or related to: (a) Client’s use of the TTEC##Services in violation of this EUA or applicable law; (b) any##data or content submitted by Client, including Client Data;##and (c) any third-party claim alleging that Client’s use of the##TTEC Services infringes or misappropriates any intellectual##property or proprietary right of a third party.##11. Indemnification by TTEC. TTEC shall indemnify,##defend, and hold harmless Client from and against any##third-party claims alleging that the TTEC Services, as##provided and used in accordance with this EUA, infringe any##valid U.S. patent, copyright, or trade secret. TTEC shall have##no liability under this section to the extent the claim arises##from: (a) use of the TTEC Services in combination with other##products, services, or data not provided by TTEC; (b)##modifications to the TTEC Services not made by TTEC; (c)##Client’s use of the TTEC Services in breach of this EUA; (d)##Client’s way or process of doing business; or (e) Client Data##or other Client content uploaded to or used with the TTEC##Services.##12. Limitation of Liability. Except for Client and TTEC##indemnity obligations under sections 10 and 11, to the##maximum extent permitted by applicable law, the maximum##aggregate liability of either party and its affiliates to the##other party and its affiliates, collectively, for any and all##event(s) giving rise to any liabilities, claims or causes of##action arising in connection with or under this EUA,##including contract, warranty, tort (such as negligence), strict##liability, misrepresentation, breach of statutory duty or##otherwise, (“Event(s)”), will not exceed the total fees paid##and payable by Customer to Supplier during the applicable##Liability Period (as defined below). “Liability Period” means##each 12-month period commencing on the Effective Date##and on each anniversary thereafter. Any Event giving##rise to separate causes of action will be considered a##single Event and deemed to have occurred when the##first Event occurred. If the Event occurs: (i) prior to##execution of this EUA, it shall be deemed to have##occurred during the first 12 months of this EUA, and (ii)##after termination or expiration of this EUA, it shall be##deemed to have occurred during the last 12 months of##this EUA. To the maximum extent permitted by##applicable law, neither party nor its respective affiliates##will be liable to the other party for any: (i) indirect##and/or consequential loss; (ii) special, incidental,##exemplary, or punitive damages; (iii) loss of goodwill##(including pecuniary losses arising from loss of##goodwill); (iv) loss of profits or revenue; (v) loss of##contract, sales and/or business; (vi) loss of savings,##including anticipated savings; (vii) losses related to a##disruption or work stoppage, cover damages (including##the cost of procuring an alternative vendor, software or##service); or (viii) wasted expenditure. The limitations of##liability and exclusions contained in this EUA will apply##regardless of (i) whether any resulting damages are##foreseeable, and the legal theory asserted, and (ii) the##success or effectiveness (or lack thereof) of any##remedies provided herein. These limitations and##exclusions are reflected in the pricing for the services##made available hereunder, they represent an agreedupon allocation of risk between the parties and are an##essential part of this EUA. TTEC will not be liable for any##damages caused by services provided free of charge.##13. Assignment. Client may not assign or transfer##this EUA, in whole or in part, without the prior written##consent of TTEC, except to a successor in interest in##connection with a merger, acquisition, or sale of##substantially all assets. Any attempted assignment in##violation of this section shall be null and void.##14. Audit. TTEC reserves the right to audit Client’s##use of the TTEC Services no more than once annually##to ensure compliance with the terms of this EUA. Any##such audit shall be conducted during normal business##hours and upon reasonable notice. If an audit reveals##unauthorized use, Client shall promptly pay any##applicable fees and reimburse TTEC for the cost of the##audit.##15. Force Majeure. Neither party shall be liable##for any failure or delay in performance under this EUA##due to causes beyond its reasonable control, including##but not limited to acts of God, natural disasters, war,##terrorism, labor disputes, governmental actions,##internet or telecommunications failures, or power##outages.##16. Export Controls. The TTEC Services may be##subject to United States or other international##technology control or export laws and regulations.##Client must comply with all United States export laws and##regulations that apply to the TTEC Services. These laws##include restrictions on destinations, end users, and end use##that the Client must comply with. Client is responsible##for screening for prohibited uses and obtaining any##required licenses, government approvals or other##authorizations.##17. Government Rights. If Client is an agency or other##part of the U.S. Government, the TTEC Services and##Documentation are "commercial computer software” and##“commercial computer software documentation” as defined##in the applicable provisions of the Federal Acquisition##Regulation (the “FAR”) and supplements thereto, including##the Department of Defense (DoD) FAR Supplement (the##“DFARS”). The parties acknowledge that TTEC Services and##Documentation were developed entirely at private expense##and that no part thereof was first produced in the##performance of a Government contract. If TTEC Services and##Documentation are supplied for use by DoD, they are##delivered subject to the terms of this EUA, DFARS 227.7202-##1(a) and DFARS 227.7202-3. If TTEC Services and##Documentation are supplied for use by a Federal agency##other than DoD, they are delivered subject to the terms of##this EUA and FAR 12.212(a); (ii) FAR 52.227-19; or (iii) FAR##52.227-14 (ALT III), as applicable.##If Client is a federal, state, or other governmental##instrumentality, organization, agency, institution, or##subdivision, the limitations of liability and Client’s indemnity##obligations herein shall apply only in the manner and to the##extent permitted by applicable law, and without waiver of##Client’s constitutional, statutory, or other immunities, if any.##18. Governing Law and Jurisdiction. This EUA shall##be governed by and construed in accordance with the laws##of the State of Texas, without regard to its conflict of law##principles. Any legal action or proceeding arising under this##EUA shall be brought exclusively in the state or federal##courts located in Austin, Texas, and the parties hereby##consent to personal jurisdiction and venue therein.##19. Survival of Terms. Except as otherwise provided##herein, neither party shall have further obligations under##this EUA, except that the parties shall remain bound by the##obligations which, by their nature, are intended to survive##termination.##20. Entire Agreement. This EUA, together with any##referenced schedules, exhibits, or attachments, constitutes##the entire agreement between the parties with respect to##the subject matter hereof and supersedes all prior and##contemporaneous agreements, proposals, representations,##and understandings, whether written or oral, relating to##such subject matter. No amendment or modification of this##EUA shall be effective unless in writing and signed by##authorized representatives of both parties. In the event of##any conflict between this EUA and any other document or##agreement, the terms of this EUA shall control unless##expressly stated otherwise in a written amendment##signed by both parties.##21. Severability. If any provision of this EUA is##held to be invalid, illegal, or unenforceable by a court##of competent jurisdiction, such provision shall be##enforced to the maximum extent permissible so as to##effect the intent of the parties, and the remaining##provisions of this EUA shall remain in full force and##effect. The invalidity, illegality, or unenforceability of##any provision shall not affect any other provision of this##EUA.##Last updated: August 21, 2025
