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<br />by SSG in the performance of Services will always remain the exclusive, sole and absolute property of SSG or its
<br />licensors. Client does not acquire any right, title, or interest in or to the SaaS Services. Client hereby assigns rights
<br />to SSG any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided
<br />by Client relating to the SaaS Services or Professional Services. SSG may use such submissions as it deems
<br />appropriate in its sole discretion. All rights, title and interest in or to any copyright, trademark, service mark, trade
<br />secret, and other proprietary right relating to the SaaS Services and the related logos, Service names, etc. and all
<br />rights not expressly granted are reserved by SSG and its licensors. Client may not obscure, alter or remove any
<br />copyright, patent, trademark, service mark or proprietary rights notices on any portion of the SaaS Services or
<br />other materials, including SSG Documentation.
<br />b. Restrictions. Client may not itself, nor through any affiliate, employee, consultant, contractor, agent or
<br />other third party: (i) sell, resell, distribute, host, lease, rent, license or sublicense, in whole or in part, the SaaS
<br />Services; (ii) decipher, decompile, disassemble, reverse assemble, modify, translate, reverse engineer or otherwise
<br />attempt to derive source code, algorithms, tags, specifications, architecture, structure or other elements of the
<br />SaaS Services, in whole or in part, for competitive purposes or otherwise; (iii) allow access to, provide, divulge or
<br />make available the Services to any user other than Users; (iv) write or develop any derivative works based upon
<br />the Services; (v) modify, adapt, tamper with or otherwise make any changes to the SaaS Services or any part
<br />thereof; (vi) obliterate, alter, or remove any proprietary or intellectual property notices from the SaaS Services;
<br />(vii) create Internet “links” to or from the SaaS Services, or “frame” or “mirror” any Content, (viii) use the SaaS
<br />Services to provide processing services to third parties, or otherwise use the same on a ‘service bureau’ basis; (ix)
<br />disclose or publish, without SSG’s prior express written consent, performance or capacity statistics or the results
<br />of any benchmark test performed on the SaaS Services; or (x) otherwise use or copy the same except as expressly
<br />permitted herein.
<br />c. Client Data. Client owns all Client Data. Client agrees that SSG may access User accounts, including Client
<br />Data, to provide Support or enforce the terms of this Agreement, and SSG may compile, use and disclose User
<br />statistics and Client Data in aggregate and anonymous form only. Client has sole responsibility for the accuracy,
<br />quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right of use of all
<br />Client Data.
<br />d. Transition of Client Data at Termination. Prior to termination of this Agreement or any Order Form, Client
<br />may access and download their Client Data at any time via the standard Services interfaces and reporting. Upon
<br />termination of this Agreement or any Order Form, should Client elect SSG’s assistance in the extraction of Client
<br />Data, including any attachments, separate fees shall apply as included in an Order Form for the transition of said
<br />Client Data. Such transition must occur within ninety (90) days of termination or expiration of the SaaS Services.
<br />In no event shall SSG be liable to retain Client Data for a period in excess of ninety (90) days of the termination or
<br />expiration of the SaaS Services unless otherwise required by applicable law.
<br />7 WARRANTIES AND DISCLAIMERS.
<br />a. Client Data Warranty. Client represents and warrants that it has the right to use and provide the Client
<br />Data to SSG.
<br />b. SSG Warranties. SSG warrants that the SaaS Services, as may be updated or enhanced by SSG from time
<br />to time will perform substantially in accordance with the Documentation under normal Client use and
<br />circumstances and that the Professional Services will be performed in a manner consistent with general industry
<br />standards reasonably applicable to the provision thereof. SSG is not responsible for any claimed breach of any
<br />warranty set forth in this Section caused by: (i) modifications made to the SaaS Services by anyone other than SSG
<br />or its authorize representatives; (ii) the combination, operation or use of the hosted SSG Software with any items
<br />not certified or expressly approved in writing by SSG; (iii) SSG’s adherence to Client’s specifications or instructions;
<br />(iv) Errors caused by or related to Internet Unavailability or Independent Client Activity; or (v) Client deviating from
<br />the Service operating procedures described in the Documentation or as otherwise approved in writing by SSG.
<br />Correction for defects or issues traceable to the above warranty exclusions will be invoiced at SSG's then standard
<br />time and material charges.
<br />DocuSign Envelope ID: AF469A1B-3B5E-4682-8248-5645B6A34E7BDocuSign Envelope ID: DC14D055-C40F-49F2-BD98-F6CDF83231D7DocuSign Envelope ID: 06B1D125-C12C-4A65-82D5-195B5A052468
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