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10 <br /> <br />person who gains access to the SaaS Services by means of a Client’s account. Any failure by any Client User to <br />comply with the Agreement will be deemed to be a breach by Client, and SSG will not be liable for any damages <br />incurred by Client or any third party resulting from such breach. If there is any compromise in the security of a <br />User account or if unauthorized use is suspected or has occurred, Client must immediately take all necessary steps, <br />including providing prompt notice to SSG, to effect the termination of suspected account. <br />e. Client Data. Client has sole responsibility for the legality, reliability, integrity, accuracy and quality of the <br />Client Data. Client Data is subject to the terms of this Agreement along with SSG’s attached Privacy Policy . <br />f. Third-Party Providers. Certain third-party providers, some of which may be listed on SSG’s website, offer <br />products and services related to the Services, including implementation, configuration, and other consulting <br />services and applications (both offline and online) that work in conjunction with the SaaS Services, such as by <br />exchanging data with the Service or by offering additional functionality. SSG is not responsible for any exchange <br />of data or other interaction or transaction between Client and a third-party provider, including purchase of any <br />product or service, all of which is solely between Client and the third-party provider. <br />g. Links. The SaaS Service may contain links to third party websites or resources. Client acknowledges and <br />agree that SSG is not responsible or liable for (a) the availability, accuracy, or security of such third-party sites or <br />resources; or (b) the content, advertising, or products on or available from such website or resources. The inclusion <br />of any link on the Service does not imply that SSG endorses the linked website. Client uses the links at its own risk. <br />h. Training. It is Client’s responsibility to ensure that all Users receive training services sufficient to enable <br />Client to effectively access and use the SaaS Services. Support may not be used as a substitute for training. <br />5 FEES, TAXES & PAYMENTS <br />a. General. Fees and payment terms are specified in the applicable Order Form. All fees are in United States <br />Dollars and exclude taxes. Client is responsible for payment of all applicable taxes (excluding those on SSG's net <br />income) relating to the provision of the Services. In the event Client is tax exempt, such evidence shall be provided <br />to SSG at time of execution of any Order Form. Except as otherwise expressly specified in the Order Form, all <br />recurring fees payment obligations start from the execution of the Order Form. SSG may increase recurring fees <br />on an annual basis upon 60 days prior written notice. Unless otherwise specified in the Order Form, payment of <br />invoiced fees is due 30 days after the invoice date. Interest accrues on past due balances at the lesser of 1½% per <br />month or the highest rate allowed by law. Failure to make timely payments is a material breach of the Agreement <br />and SSG will be entitled to suspend any or all of the Services, including its performance obligations hereunder in <br />accordance with the provisions of Section 11.4 and/or to modify the payment terms, and to request full payment <br />before any additional performance is rendered by SSG. Client agrees to reimburse SSG for expenses incurred, <br />including interest and reasonable attorney fees, in collecting amounts due SSG hereunder that are not under good <br />faith dispute by Client. Amounts paid or payable for SaaS Services are not contingent upon the performance of <br />any Professional Services. Client agrees that its purchases hereunder are neither contingent on the delivery of any <br />future functionality or features nor dependent on any oral or written comments made by SSG regarding future <br />functionality or features. <br />b. Professional Services. Professional Services shall be provided to Client on a “Time and Materials” basis, if <br />an estimated total fee amount is stated in the Order Form or SOW, that amount is solely a good-faith estimate for <br />Client’s budgeting and SSG’s resource scheduling purposes and not a guarantee that the work will be completed <br />for that amount. Any delays or lack of timely cooperation by Client may result in additional fees. Professional <br />Services purchased must be used within, and rates quoted are valid for, a period of one year following the effective <br />date of the Order Form. Hours that are not used or have expired after the one-year period are non-refundable. <br />c. Professional Services Travel and Lodging Expenses. SSG’s reasonable travel and lodging costs and <br />expenses incurred by SSG in the performance of Professional Services on Client’s site will be billed separately at <br />actual cost. <br />6 PROPRIETARY RIGHTS <br />a. Ownership. The SaaS Services and all equipment, infrastructure, websites and other materials provided <br />DocuSign Envelope ID: AF469A1B-3B5E-4682-8248-5645B6A34E7BDocuSign Envelope ID: DC14D055-C40F-49F2-BD98-F6CDF83231D7