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<br />the SOW giving rise to the liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, SSG
<br />AND ITS LICENSORS AND SUPPLIERS WILL NOT BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL,
<br />CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST
<br />PROFITS OR DAMAGES FOR BUSINESS INTERRUPTION, INACCURATE INFORMATION OR LOSS OF INFORMATION OR
<br />COST OF COVER) THAT THE CLIENT MAY INCUR OR EXPERIENCE IN CONNECTION WITH THE AGREEMENT OR THE
<br />SERVICES, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF IT HAS BEEN ADVISED OF
<br />THE POSSIBILITY OF SUCH DAMAGES.
<br />11 TERM AND TERMINATION
<br />a. Agreement Term. The term of this Agreement commences upon the execution of an Order Form
<br />referencing this Agreement and will continue in full force and effect until the expiration or termination of all such
<br />Order Forms, unless otherwise terminated earlier as provided hereunder.
<br />b. SaaS Services Term. The initial term of each of the SaaS Services is specified in the Order Form (“Initial
<br />Term”) and automatically renews for the same length as the Initial Term unless either party gives written notice
<br />45 days prior to the end of the Initial Term, or any renewal term, of its intention to terminate the Order Form. The
<br />Initial Term and any renewal terms, combined, are referred to as the “Term”. The SaaS Services may not be
<br />terminated in whole or in part during the Initial Term or any Renewal Term, except as set forth in Section 11.3.
<br />c. Termination. Either party may terminate the Agreement, and any Order Forms subject to the Agreement,
<br />immediately upon written notice at any time if: (i) the other party commits a non-remediable material breach of
<br />the Agreement; (ii) the other party fails to cure any remediable material breach or provide a written plan of cure
<br />acceptable to the non-breaching party within 30 days of being notified in writing of such breach, except for breach
<br />of Section 5 which will have only a 10 day cure period; (ii) the other party ceases business operations; or (iv) the
<br />other party becomes insolvent, generally stops paying its debts as they become due or seeks protection under any
<br />bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such
<br />proceeding is instituted against the other (and not dismissed within 90 days after commencement of one of the
<br />foregoing events). If SSG terminates this Agreement due to Client breach, Client agrees to pay to SSG the remaining
<br />value of the current Term (that Client acknowledges as liquidated damages reflecting a reasonable measure of
<br />actual damages and not a penalty) equal to the aggregate recurring Service fees (as set forth in the Order Form)
<br />that will become due during the canceled portion of the Term. Where a party has rights to terminate, that party
<br />may at its discretion either terminate the entire Agreement or the applicable Order. In such case, Order Forms
<br />that are not terminated will continue in full force and effect under the terms of this Agreement.
<br />d. Suspension. SSG will be entitled to suspend any or all Services upon 10 days written notice to Client in the
<br />event Client is more than 60 days past due with any payment or otherwise in breach of this Agreement. However,
<br />SSG may suspend Client’s access and use of the SaaS Services immediately, with notice to Client following promptly
<br />thereafter, if, and so long as, in SSG’s sole judgment, there is a security or legal risk created by Client that may
<br />interfere with the proper continued provision of the SaaS Services or the operation of SSG’s network or systems.
<br />SSG may impose an additional charge to reinstate service following such suspension.
<br />e. Post Termination. SSG has no obligation to retain Client Data beyond three (3) months after the expiration
<br />or termination of SaaS Services.
<br />f. Survival. Sections 1, 2, 5, 6, 7.3, 8, 9, 10, 11, and 12 will survive termination of this Agreement.
<br />12 MISCELLANEOUS
<br />a. Compliance. During the term of the Agreement and for a period of one year following its termination, SSG
<br />will have the right to verify Client’s full compliance with the terms and requirements of the Agreement. If such
<br />verification process reveals any noncompliance, Client will promptly cure any such noncompliance; provided,
<br />however, that the obligations under this Section do not constitute a waiver of SSG’s termination rights and do not
<br />affect SSG’s right to payment for Services and interest fees related to usage in excess of the License Metrics.
<br />b. Force Majeure. Any party hereto will be excused from performance (except payment obligations) under
<br />this Agreement for any period of time that the party is prevented from performing its obligations hereunder as a
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