SmartPO Supplemental Terms

These Supplemental Terms govern your use of SmartPO and are incorporated into the General Terms of Use (“General Terms”) located here (these Supplemental Terms and the General Terms are collectively referred to as “Terms”). Capitalized terms not defined here have the same meaning as defined in the General Terms.

1. USE OF SOFTWARE

1.1. Description. With SmartPO, you can create, manage, track, and approve all production purchase orders in one cloud-based, integrated solution. Built to meet the needs of the entertainment industry, SmartPO works on any computer or mobile device and replaces inefficient, paper-intensive practices with safer, more efficient digital PO workflows. SmartPO also integrates with EP’s production accounting products for a seamless digital experience.

1.2. Subscription-Based Software License. We provide you with access to the SmartPO web-based solution (“Software”) to you as part of your subscription to the Services. We grant you a non-exclusive license to access the Software: (i) as long as your subscription is valid; (ii) as long as it does not exceed the total number of licenses purchased; and (iii) consistent with the Terms and related documentation. In addition, we provide certain additional support services as part of the Services, to the extent such additional services are identified in the Order Form applicable to your SmartPO subscription.

1.3. Activation and Validation. The Software may require you to take certain steps to activate the Software or validate your subscription. In addition to Section 1.8 (Suspension/Termination of Services) of the General Terms, failure to do so may result in reduced functionality, inoperability of the Software, or a termination or suspension of the subscription.

1.4. Updates. The Software may automatically include updates from EP from time to time. These updates may take the form of bug fixes, new features, or new versions.

1.5. Payables™ Functionality. Access to the Payables™ functionality will be made available to you if expressly included in the executed Order Form applicable to your subscription to the Services.

2. ADDITIONAL WARRANTIES

In addition to the warranties identified in Section 4.1 of the General Terms, EP warrants that (i) the Services will perform materially in accordance with the applicable Documentation, (ii) EP will not materially decrease the functionality of the Services during the term; and (iii) based on regular monitoring in accordance with applicable industry standards, the Services do not contain any Malicious Code. Your sole and exclusive remedy and EP’s entire liability for a breach of this warranty shall be for EP to use commercially reasonable efforts to modify the Services or to substantially achieve in all respects the functionality described in the Documentation; and if EP is unable to restore such functionality, you shall be entitled to terminate the applicable Order Form and receive a prorated refund of the Fees paid to EP any unused Services identified in the Order Form.

3. SMARTPO SERVICES SUBSCRIPTION LENGTH

You will have access to the Services for the Term identified in the Order Form applicable to your SmartPO subscription.

4. PORTABILITY AND DELETION OF YOUR DATA

Upon your request during the Term identified in the applicable Order Form or made within 30 days after the effective date of termination or expiration of the applicable Order Form, EP will make the Customer Data available to you for export or download. After such 30-day period, EP will have no obligation to maintain or provide Your Data and may thereafter delete or destroy all copies of Your Data in its systems or otherwise in its possession or control, unless legally prohibited.

5. INDEMNIFICATION BY YOU.

You shall defend EP and its affiliates, and its and their respective officers, directors, employees and contractors, from and against any and all third party claims, actions and demands alleging Your Data or your or your Users’ use of the Services, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a “Claim Against EP”), and shall indemnify EP for any damages, attorney fees and costs finally awarded against EP as a result of, or for any amounts paid by EP under a court-approved settlement of, a Claim Against EP.