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EXHIBIT A
<br /> 5.2. Software.SEW retains all right,title,and interest in and to the Documentation and Software,as well as any related modifications, improvements,
<br /> methodologies,techniques,processes,and instruction developed by SEW and used in the course of performing the Services(collectively"SEW IP").
<br /> Nothing in this Agreement will be construed to grant Customer any ownership in the SEW IP. Customer recognizes that the Software and its
<br /> components are protected by copyright and other laws.SEW grants no,and reserves any and all,rights other than the rights expressly granted to
<br /> Customer under this Agreement with respect to the Software.
<br /> 5.3. Feedback.Customer hereby grants SEW a perpetual,irrevocable,unrestricted,worldwide license to use any Feedback,without compensation or any
<br /> obligation to report on such use,and without any other restriction.Such rights will include,without limitation,the right to exploit Feedback in any way
<br /> and the right to grant sublicenses(through multiple tiers).Notwithstanding the provisions of Article 6(Confidential Information)below,Feedback will
<br /> not be considered Customer's Confidential Information.
<br /> 6. CONFIDENTIAL INFORMATION.
<br /> 6.1. Confidential Information Defined."Confidential Information"refers to the following types of material or content one party to this Agreement("Discloser')
<br /> discloses to the other("Recipient"):(a)any information Discloser marks or designates as"Confidential"at the time of disclosure;and(b)any other
<br /> nonpublic,sensitive information disclosed by Discloser including, but not limited to code,inventions,know-how,business,technical,and financial
<br /> information,or other information which should reasonably be known by the Recipient to be confidential at the time it is disclosed,due to the nature of
<br /> the information and the circumstances surrounding such disclosure. Notwithstanding the foregoing, Confidential Information does not include
<br /> information that:(i)is in Recipient's possession at the time of disclosure;(ii)is independently developed by Recipient without use of or referenceto
<br /> Confidential Information;(iii)becomes known publicly,before or after disclosure,other than as a result of Recipient's improper action or inaction;or
<br /> (iv)is rightfully obtained by Recipient from a third party without breach of any confidentiality obligations.
<br /> 6.2. Nondisclosure.Recipient will not use Confidential Information of the Discloser for any purpose other than to exercise its rights or perform its obligations
<br /> under this Agreement(the"Purpose"). Recipient: (a)will not disclose Confidential Information of the Discloser to any employee or contractor of
<br /> Recipient unless such person needs access in order to facilitate the Purpose and executes a written agreement with Recipient with terms no less
<br /> restrictive than those of this Article 6;and(b)will not disclose Confidential Information of the Discloser to any otherthird party without Discloser's prior
<br /> written consent.Recipient will protect Confidential Information of the Discloser with the same degree of care it uses to protect its own confidential
<br /> information of a similar nature,but with no less than reasonable care.Recipient will promptly notify Discloser of any misuse or misappropriation of
<br /> Confidential Information of the Discloser that comes to Recipient's attention. Notwithstanding the foregoing, Recipient may disclose Confidential
<br /> Information of the Discloser as required by applicable law or by proper legal or governmental authority.Recipient will give Discloser prompt notice of
<br /> any such legal or governmental demand and reasonably cooperate with Discloser in any effort to seek a protective order or otherwise to contest such
<br /> required disclosure,at Discloser's expense.
<br /> 6.3. Injunction.Recipient agrees that breach of this Article 6 may cause Discloser irreparable injury,for which monetary damages may be inadequate,and
<br /> in addition to any other remedy,Discloser will be entitled to seek injunctive relief against such breach or threatened breach,without proving actual
<br /> damage.
<br /> 6.4. Termination&Return. Upon expiration or termination of this Agreement, Recipient will return to the Discloser all copies(excepting one(1)copy
<br /> archived for purposes of Recipient's back-up processes)of Confidential Information of the Discloser or certify,in writing,the destruction thereof.
<br /> 6.5. Retention of Rights.This Agreement does not transfer ownership of Confidential Information or grant a license or any other right thereto.Discloser will
<br /> retain all right,title,and interest in and to all of its Confidential Information.
<br /> 7.DATA PRIVACY&SECURITY.
<br /> 7.1. Data Security.Each party will be responsible for establishing and maintaining its own data privacy and information security policies,including physical,
<br /> technical,administrative,and organizational safeguards to ensure the security and confidentiality of Customer Data;protect against any anticipated
<br /> threats or hazards to the security of Customer Data;protect against unauthorized disclosure,access to,or use of Customer Data;ensure the proper
<br /> disposal of Customer Data;and ensure that all employees,agents,and subcontractors,if any,comply with the above.
<br /> 8. REPRESENTATIONS&WARRANTIES.
<br /> 8.1. From SEW.
<br /> (a) Re:Function.SEW represents and warrants that,during the Term,the Software will perform materially in accordance with the Software Specifications.
<br /> (b) Re:Intellectual Property Rights in the Software.SEW represents and warrants that it owns the Software,and has the power and authority to grant the
<br /> rights in this Agreement without the further consent of any third party.In the event of a breach of the warranty in this Section 8.1(b),SEW,at its own
<br /> expense and election,will promptly take the following actions:(i)secure for Customer the right to continue using the Software;(ii)replace or modify
<br /> the Software to make it non-infringing, provided such modification or replacement will not materially degrade any functionality listed in the
<br /> Specifications;or(iii)refund the prorated SaaS subscription fee paid for the Software for every month remaining in the Term,following the date after
<br /> which Customer is required to cease use of the Software. In conjunction with Customer's right to terminate for breach where applicable and the
<br /> provisions of Section 9.1 below(Indemnified Claims),the preceding sentence states SEWs sole obligation and liability,and Customer's sole remedy,
<br /> for breach of the warranty in this Section 8.1(b)and for potential or actual infringement by the Software.SEWs representations and warranties herein
<br /> will not apply to the extent any infringement arises out of any conditions listed in Section 9.1(a)-9.1(f)below.
<br /> 8.2. From Both Parties.Each party represents and warrants that(a)it has the full right and authority to enter into,execute,and perform its obligations
<br /> under this Agreement,(b)no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as
<br /> required hereunder,(c)the execution of this Agreement and performance of its obligations thereunder do not and will not violate any other agreement
<br /> to which it is a party;and(c)this Agreement constitutes a legal,valid and binding obligation when signed by both Parties.
<br /> 8.3. Warranty Disdaimers.Except for the express warranties in Sections 8.1 and 8.2 above,SEW MAKES NO WARRANTIES,EITHER EXPRESS OR
<br /> IMPLIED,INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY,NONINFRINGEMENT,TITLE OR FITNESS
<br /> FOR A PARTICULAR PURPOSE. SEW does not warrant that the Software will perform without error or that it will run without immaterial
<br /> interruption.SEW provides no warranty regarding,and will have no responsibility for,any claim arising out of:(a)a modification of the Software
<br /> made by anyone other than SEW,unless SEW approves such modification in writing;or(b)use of the Software in combination with any operating
<br /> system,hardware,software or other third-party materials not authorized or specifically forbidden in the Specifications or Documentation.
<br /> 9. INDEMNIFICATION.
<br /> 9.1. Indemnification by SEW.SEW will defend and indemnify Customer and its officers,directors,shareholders,parents,subsidiaries,agents,successors,
<br /> and assigns against any settlement amounts,damages,liabilities,costs and expenses(including reasonable attorneys'fees)(collectively,"Liabilities")
<br /> that are payable to any third party or incurred by Customer arising from any third-party claim,suit,or proceeding arising out of an allegation that
<br /> Customer's authorized use of the Software infringes or misappropriates a third party's intellectual property rights. SEWs obligations set forth in this
<br /> Section 9.1 do not apply to the extent that any claim arises out of:(a)Customers breach of this Agreement;(b)revisions to the Software made without
<br /> SEWs written consent;(c)Customer's failure to incorporate Upgrades that would have avoided the alleged infringement,provided SEW offered such
<br /> Upgrades without charges not otherwise required pursuant to this Agreement;(d)SEWs modification of Software in compliance with Customer's
<br /> specifications;(e)unauthorized use of the software by third parties;or(f)use of the Software with hardware or software not provided by or approved
<br /> of by SEW.
<br /> 9.2. Indemnification by Customer. Customer will indemnify,defend and hold SEW and its officers,directors,shareholders,parents,subsidiaries,agents,
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