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TERMS AND CONDITIONS
<br /> I. SAAS SERVICES AND SUPPORT responsible for maintaining the confidentiality of the passwords
<br /> 1.1 Subject to the terms ofthis Agreement,Company will use assigned to Customer and its users. Customer will immediately
<br /> commercially reasonable efforts to provide Customer the Services. notify Company if it becomes aware that a password is lost,stolen,
<br /> As part of the registration process, Customer will identify an disclosed to an unauthorized third party, or otherwise
<br /> administrative user name and password for Customer's Company compromised. Company will be responsible for any and all
<br /> account. Company reserves the right to refuse registration of,or activities made pursuant to the licenses granted to Customer's
<br /> cancel passwords it deems inappropriate. hereunder and any of its users' or Equipment or the access
<br /> credentials to the Services. Customer shall, and shall ensure its
<br /> 1.2 Subject to the terms hereof, Company will provide users, use commercially reasonable efforts to prevent
<br /> Customer with reasonable technical support services in unauthorized access to, or use of, the Services, and notify
<br /> accordance with Company's standard practice. Company promptly of any unauthorized access or use. Customer
<br /> 2. RESTRICTIONS AND RESPONSIBILITIES hereby agrees to indemnify and hold harmless Company against
<br /> any damages, losses, liabilities, settlements and expenses
<br /> 2.1 Customer will not, directly or indirectly: reverse (including without limitation costs and attorneys' fees) in
<br /> engineer,decompile,disassemble or otherwise attempt to discover connection with any claim or action that arises from an alleged
<br /> the source code,object code or underlying structure,ideas,know- violation of the foregoing or otherwise from Customer's use of
<br /> how or algorithms relevant to the Services or any software, Services. Although Company has no obligation to monitor
<br /> documentation or data related to the Services ("Software"); Customer's use of the Services, Company may do so and may
<br /> modify,translate,or create derivative works based on the Services prohibit any use of the Services it believes may be(or alleged to
<br /> or any Software (except to the extent expressly permitted by be)in violation of the foregoing.
<br /> Company or authorized within the Services); use the Services or 3 CONFIDENTIALITY;PROPRIETARY RIGHTS
<br /> any Software for timesharing or service bureau purposes or
<br /> otherwise for the benefit of a third; or remove any proprietary 3.1 Each party (the"Receiving Party")understands that the
<br /> notices or labels. With respect to any Software that is distributed other party(the"Disclosing Party")has disclosed or may disclose
<br /> or provided to Customer for use on Customer premises or devices, business, technical or financial information relating to the
<br /> Company hereby grants Customer a non-exclusive, non- Disclosing Party's business(hereinafter referred to as"Proprietary
<br /> transferable, non-sublicensable license to use such Software Information"of the Disclosing Party). Proprietary Information of
<br /> during the Term only in connection with the Services. Company includes non-public information regarding features,
<br /> 2.2 Further, Customer may not remove or export from the functionality and performance of the Service. Proprietary
<br /> United States or allow the export or re-export of the Services, Information of Customer includes non-public data provided by
<br /> Software or anything related thereto,or any direct product thereof Customer to Company to enable the provision of the Services
<br /> in violation of any restrictions, laws or regulations of the United ("Customer Data"). The Receiving Party agrees: (i)to take
<br /> States Department of Commerce,the United States Department of reasonable precautions to protect such Proprietary Information,
<br /> Treasury Office of Foreign Assets Control, or any other United and (ii)not to use (except in performance of the Services or as
<br /> States or foreign agency or authority. As defined in FAR section otherwise permitted herein)or divulge to any third person any
<br /> 2.101, the Software and documentation are "commercial items" such Proprietary Information. The Disclosing Party agrees that
<br /> and according to DFAR section 252.227-7014(a)(1) and (5) are the foregoing shall not apply with respect to any information after
<br /> deemed to be"commercial computer software"and"commercial five(5)years following the disclosure thereof or any information
<br /> computer software documentation." Consistent with DFAR that the Receiving Party can document(a)is or becomes generally
<br /> section 227.7202 and FAR section 12.212, any use modification, available to the public,or(b)was in its possession or known by it
<br /> reproduction,release,performance,display,or disclosure of such prior to receipt from the Disclosing Party, or (c)was rightfully
<br /> disclosed to it without restriction by a third party, or (d)was
<br /> commercial software or commercial software documentation by
<br /> the U.S. Government will be governed solely by the terms of this independently developed without use of any Proprietary
<br /> Agreement and will be prohibited except to the extent expressly Information of the Disclosing Party or (e)is required to be
<br /> permitted by the terms of this Agreement. disclosed by law.
<br /> 2.3 Customer represents, covenants, and warrants that 3.2 Customer shall own all right, title and interest in and to
<br /> Customer will use the Services only in compliance with its the Customer Data. Company shall own and retain all right,title
<br /> intended functionality and all applicable laws and regulations. and interest in and to (a)the Services and Software, all
<br /> Customer shall be responsible for obtaining and maintaining any improvements, enhancements or modifications thereto, (b)any
<br /> equipment and ancillary services needed to connect to, access or software, applications, inventions or other technology developed
<br /> otherwise use the Services,including,without limitation,modems, in connection with Implementation Services or support,and(c)all
<br /> hardware, servers, software, operating systems, networking, web intellectual property rights related to any of the foregoing.
<br /> servers and the like (collectively, "Equipment"). Customer is
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