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DocuSign Envelope ID:2C9BC415-6A28-4C2B-96FC-6AE37E38F9D0
<br /> iv. Data Privacy. Customer shall be solely responsible for compliance with all
<br /> foreign,federal,state or local laws,ordinances,rulings,directives,regulations,or other governmental
<br /> pronouncements that pertain to the confidentiality of personal data or information(however defined)of any
<br /> individual(collectively,"Privacy Laws"). If the Services shall pertain to or involve(directly or indirectly)any such
<br /> data or information,Customer shall identify and disclose to Starpoint the existence of such data or information
<br /> (without disclosing any specific individual's data/information)and the nature of any and all legal requirements
<br /> applicable to such data/information. Customer shall not disclose any such data/information to Starpoint in violation
<br /> or breach of any applicable Privacy Laws nor shall Starpoint have any liability or obligation to any person for any
<br /> such breach. Customer hereby agrees to defend,indemnify and hold Starpoint harmless from any liability,damages,
<br /> obligation,loss,cost or expense(including attorneys' fees and costs)that Starpoint may suffer or incur with respect
<br /> to any third-party claim related to such breach or violation or enforcement of this indemnification provision.
<br /> V. On-Site Space. Customer shall provide on-site space and Customer personnel
<br /> cooperation necessary for the Services,together with appropriate utilities(heat,light,power and air conditioning)
<br /> for operation of the Customer System(if applicable),and site access during Customer's normal working hours.
<br /> vi. Existing Customer Files. Except as expressly set forth in the Statement of
<br /> Work,Customer shall be solely responsible for converting all electronic files to a format or media that is compatible
<br /> with or required for any Services deliverable,including if such conversion requires the manual re-entry of the files.
<br /> Customer acknowledges and agrees that the quality of any conversion services performed by Starpoint pursuant to
<br /> this Agreement is highly dependent upon the accuracy of the data contained in the Customer's files and quality of
<br /> the media in which it is contained.
<br /> vii. Responsibility for Customer System and Results. Customer is responsible for
<br /> the selection of the specifications set forth in the Statement of Work(including,in consultation with Starpoint,who
<br /> shall not be responsible for selection of software not provided by it). Customer is responsible for the successful
<br /> operation and management of the Customer System,including implementation of appropriate systems maintenance
<br /> procedures and safeguards and Compliance with all applicable end-user license requirements for any components of
<br /> the Customer Systems. Customer is responsible for the results produced by the Customer System as they pertain to
<br /> Customer's business and requirements. Customer is responsible for hiring appropriate qualified personnel to operate
<br /> the Customer System.
<br /> viii. Software. Customer shall not reverse engineer,decompile or disassemble any
<br /> software deliverable provided by Starpoint.
<br /> ix. Scope Exceptions. Customer agrees that any issues identified related to the
<br /> rendering of Services(including before,during,or after any acceptance period outlined in the Statement of Work)
<br /> that Starpoint(in its sole and absolute discretion)believes to be issues,or be caused by issues,outside of the scope of
<br /> the Statement of Work(including,but not limited to,changes in business processes,practices,or objectives,
<br /> increased volumes of data or work,environmental hardware or software issues,issues caused by customer usage,
<br /> alterations and configurations,previously uncontemplated or undisclosed data sets,poor data quality,previously
<br /> undisclosed data capture/extraction/export details and requirements,issues related to pertinent information not
<br /> disclosed during discovery,changes to requirements,or any other issue not specifically addressed in the Statement
<br /> of Work), Starpoint will inform Customer of such exceptions("Scope Exceptions"). Scope Exceptions shall not
<br /> negate or reduce any of Customer's obligations under this Agreement,including delaying or withholding of
<br /> acceptance of Services,or payment of any fees as outlined in the Statement of Work for any Services rendered.
<br /> Optionally,Customer may choose to engage Starpoint under this existing Agreement to investigate and assist
<br /> customer with these Scope Exceptions at an hourly fee of$275.00. If the Customer wishes to have Starpoint
<br /> perform these services under this Agreement,they must send an email to services@Starpointps.com,authorizing the
<br /> hourly charges.Alternately,Customer may choose to seek other options outside of this Agreement to assist them
<br /> with the Scope Exceptions,including contacting Starpoint Systems,LLC's Technical Support or entering intoa
<br /> separate Agreement with Starpoint.
<br /> X. Customer Delays. Customer may be unable to provide necessary access to
<br /> Customer System,files,data,documentation,or other information or resources required by Starpoint to perform
<br /> Services in a timely manner("Customer Delays"). Such Customer Delays may extend expected delivery dates.
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<br /> 455 CJS03192021
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