Standard Terms and Conditions
BAO Systems Platform as a Service and BAO Edge (On-Premises Platform as a Service)

These Terms and Conditions (the "Terms") (along with the "Order Form," if applicable) form an agreement between the entity identified on the Order Form ("Customer") and BAO Systems, Inc. ("BAO Systems"). During the Term (as defined in Section 10.1), BAO Systems will provide the Platform Services, BAO Edge, Support Services, Licensed Software and/or Hardware listed in the Order Form. The Order Form, these Terms, any Supplemental Terms, and any other schedules, exhibits or appendices referenced in any of the above are referred to collectively as this "Agreement". In the event of a conflict between the Order Form and these Terms, these Terms will control. Section 11.2 of these Terms contains a mandatory arbitration of disputes provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions.

1. Definitions
For purposes of this Agreement, the following terms shall have the following meanings:
2. Grant of license; Restrictions
3. Hosting & Support Services
4. Fees and Payment
5. Proprietary rights
As between BAO Systems and Customer, BAO Systems and its licensors own and shall retain all right, title and interest, including, without limitation, all intellectual property rights, in and to the Licensed Software, the Hardware, the BAO Edge and the Platform Services and any portions thereof, including, without limitation, any copy or derivative work of the Licensed Software, BAO Edge or Platform Services (or any portion thereof) and any Updates thereto. The applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Materials. Customer shall have only those rights in and to the Licensed Software, BAO Edge and Platform Services and any derivative work or Update thereto as are expressly granted to it under this Agreement. To the extent that Customer provides to BAO Systems any suggestions, requests, recommendations and other feedback concerning the functionality and use of the Platform Services, the Hardware, the BAO Edge, the Licensed Software, or any other product or service of BAO Systems (collectively, "Feedback"), Customer hereby assigns all right, title, and interest to such Feedback to BAO Systems.
6. Confidential information
7. Representations and warranties
8. Indemnification
Customer shall indemnify, defend, and hold harmless BAO Systems from and against any and all claims, damages, costs, expenses (including attorney’s fees and court costs), and liabilities (including settlements) brought or asserted by any third party against BAO Systems related to, resulting from, or arising out of: (a) BAO Systems’ hosting of the Customer Software or Customer Materials; (b) any violation by Customer of any applicable laws (including national, international, federal, provincial, state or common laws) or regulations concerning publicity, data security, or privacy; (c) any Customer modification of the Licensed Software or Hardware; (d) any combination, operation or use of the Hardware or Licensed Software with software products which are not owned by BAO Systems; (e) any use of the Hardware or Licensed Software in breach of this Agreement; or (f) the purchase or naming of any web domain by BAO Systems on Customer’s behalf.
9. Limitation of liability
10. Term and termination
11. General