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DocuSign Envelope ID:2C9BC415-6A28-4C2B-96FC-6AE37E38F9D0
<br /> Customer agrees that,in the event of cumulative Customer Delays in excess of thirty(30)days, Starpoint may(in its
<br /> sole and absolute discretion)invoice Customer for the time spent performing Services up to the time of invoicing,
<br /> even though the full Services outlined in the Statement of Work have not been completed or delivered. Starpoint will
<br /> make commercially reasonable efforts to reschedule completion of Services after Customer has provided the
<br /> necessary resources,within the remaining fees/budget for Services as provided in Statement of Work.
<br /> C. Rights in Data and Works.
<br /> i. Ownership. Customer agrees that Starpoint shall be the owner of all rights,title
<br /> and interests in and to all work product or any part thereof,including any intellectual property rights,computer
<br /> programs,including any source code,object code,enhancements and modifications,all files,including input and
<br /> output materials,all documentation related to such computer programs and files,all media upon which any such
<br /> computer programs,files and documentation are located(including tapes,disks and other storage media)and all
<br /> related materials that are used by or developed for Customer,whether or not paid for by Customer,that is created by
<br /> Starpoint in connection with the performance of any Services provided pursuant to this Agreement. The foregoing
<br /> shall not apply to any software or intellectual property that is owned by or licensed to Customer that is not a result of
<br /> Starpoint's Services nor shall Starpoint have any rights in Customer's data or information or on the Customer
<br /> System.
<br /> ii. Proprietary Rights. Except as otherwise expressly set forth in this Agreement,
<br /> Customer agrees that all copyrights,inventions and other proprietary rights in computer programs,files,
<br /> documentation,and related materials that are paid for by Customer as part of the Services or developed by Starpoint,
<br /> in connection with this Agreement are owned by Starpoint,and Customer hereby assigns to Starpoint all right,title
<br /> and interest in such copyrights and other proprietary rights.
<br /> iii. Source Code. Starpoint shall not be obligated to provide Customer with the
<br /> source code for any software deliverable that is part of the Services,unless otherwise agreed in writing.
<br /> d. Other Provisions
<br /> i. Customer Information. Starpoint will hold in confidence all confidential and
<br /> proprietary data and information of Customer or Customer's end-user(s)(as designated by Customer or Customer's
<br /> end-user prior to Starpoint having access thereto or possession,or control thereof)to which Starpoint has access or
<br /> which is placed in its possession or under its control in order to provide the Services,and will not use,exploit or
<br /> disclose any such data or information to any third party other than as reasonably necessary to perform the Services.
<br /> Starpoint will use commercially reasonable measures(but not less than those measures that Starpoint uses to protect
<br /> its own confidential and proprietary data and information)to protect such Customer or end user(s)designated data
<br /> and information from unauthorized disclosure to or unauthorized access or hacking by third parties,but Customer
<br /> acknowledges and agrees that such measures may not prevent unauthorized access or disclosure in all
<br /> circumstances. So long as Starpoint shall have taken such commercially reasonable protective measures,Customer
<br /> agrees to defend,indemnify and hold Starpoint harmless from any claims,liability,damages,obligation,loss,cost or
<br /> expense(including attorneys' fees and costs)that Starpoint may suffer or incur with respect to any third-party
<br /> (including Customer's end-user(s))claim against Starpoint that may result from any such unauthorized access or
<br /> disclosure.
<br /> ii. Survival. Except as otherwise expressly set forth in this Agreement or the
<br /> Statement of Work,any obligation or responsibility of a party under this Agreement that requires such party to act or
<br /> refrain from acting in a particular manner after termination of this Agreement shall continue and remain in full force
<br /> and effect until discharged,satisfied,waived or expired.
<br /> iii. Limitation of Liability. IN NO EVENT SHALL STARPOINT BE LIABLE TO
<br /> CUSTOMER FOR THE PAYMENT OF ANY PUNITIVE DAMAGES OR CONSEQUENTIAL,INDIRECT,OR
<br /> SPECIAL DAMAGES(I.E.,DAMAGES,IN ALL SUCH CASES,REMOTE OR SPECULATIVE AND WHICH
<br /> ARISE FROM THE SPECIAL CIRCUMSTANCES OF CUSTOMER THAT WERE NOT DISCLOSED TO OR
<br /> ACTUALLY KNOWN BY STARPOINT). CUSTOMER AGREES THAT STARPOINT'S CUMULATIVE
<br /> LIABILITY HEREUNDER FOR DAMAGES,REGARDLESS OF THE FORM OF ACTION, SHALL NOT
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<br /> 455 CJS03192021
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