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SSG MSA – version 6.1 v2 – September 2022
<br />3.2 Environment. SSG will provide Client online access to and use of the SaaS Service(s) via the Internet by use of a SSG-approved Client-provided
<br />browser. The SaaS Services will be hosted and maintained by SSG or its designated third-party supplier or data center. Client is solely responsible for
<br />obtaining and maintaining, at its own expense, all equipment needed to access the SaaS Services, including but not limited to Internet access, adequate
<br />bandwidth and encryption technology.
<br />3.3 Changes. Access is limited to the version of the SaaS Services in SSG’s production environment. SSG regularly updates the SaaS Services and
<br />reserves the right to discontinue, add and/or substitute functionally equivalent features in the event of product unavailability, end-of-life, or changes to
<br />software requirements. SSG will notify Client of any material change to or discontinuance of the SaaS Services.
<br />3.4 Security; Back-Ups. Without limiting Client’s obligations under Section 4.4, SSG will implement reasonable and appropriate measures designed
<br />to secure Client Data against accidental or unlawful loss, access or disclosure. SSG will perform back-ups in accordance with SSG’s back-up daily schedule.
<br />Client Data is automatically encrypted while at rest within the SSG database and in transit. SSG will use industry-standard cipher key, intrusion detection
<br />system (IDS), virus scanning, automated system checks, and remote logging to guard against unauthorized access. SSG utilizes data centers that are
<br />staffed 24x7 by trained security guards, and access must be strictly authorized. The cloud infrastructure has been designed and managed to adhere to ISO
<br />27001:2013 for Penelope products and SOC2 standards and procedures for Apricot and ETO products.
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<br />3.5 Service Availability. SSG will use commercially reasonable efforts to make the Service generally available for Client’s use at an uptime
<br />percentage of 99.9% (“Service Availability”) during the hours of 8:00 am to 8:00 pm Central Standard Time US. Service Availability does not include
<br />interruption of Service as a result of (i) downtime for scheduled or emergency maintenance (ii) Internet Unavailability, (iii) Independent Client Activity or (iv)
<br />force majeure events or any other events that are not under SSG’s control.
<br />3.6 Support Services. Support services provided by SSG as part of SaaS Services include (i) technical support and workarounds so that the SaaS
<br />Services operate in material conformance with the Documentation, and (ii) the provision of updates thereto, if and when available, all of which are provided
<br />under SSG Support policies (as may be amended by SSG from time to time) in effect at the time the Support services are provided (“Support’). For the
<br />avoidance of doubt, Support excludes Professional Services. Updates include bug fixes, patches, error corrections, minor and major releases, non-new
<br />platform changes, or modifications or revisions that enhance existing performance. Updates exclude new Services, modules or functionality for which SSG
<br />generally charges a separate fee. Support is provided solely to the number of Administrators or Enterprise Managers specified on the applicable Order
<br />Form.
<br />SSG is under no obligation to provide Support with respect to: (i) Services that have been altered or modified by anyone other than SSG or its authorized
<br />representatives ; (ii) Services used other than in accordance with the Documentation; (iii) discrepancies that do not significantly impair or affect the operation
<br />of the Service; (iv) Errors or malfunction caused by Client or its Users’ failure to comply with the minimum system requirements as provided by SSG or by
<br />use or upload of non-conforming Client Data, or by Independent Client Activity; or (vi) Errors and malfunction caused by any systems or programs not
<br />supplied by SSG.
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<br />3.7 Professional Services and Training. SSG will perform the Professional Services for Client described in one or more work orders, work
<br />authorizations or statements of work (collectively “SOW”). Either party may propose a change order to add to, reduce or change the work outlined in the
<br />SOW. Each change order must specify the change(s) to the Professional Services, and the effect on the time of performance and, the fees due and payable
<br />to SSG due to the change and executed by both parties. Professional Services must be used within one (1) year of the date of execution of the applicable
<br />Order Form by Client or will expire and will not be refunded. Professional Services and Training fees are based on Professional Services and Training
<br />provided during normal SSG business hours, Monday through Friday, 8:30 a.m. – 5:30 p.m. US central time zone (SSG holidays excluded), as SSG may
<br />modify upon notice to Client. Professional Services or Training provided by SSG outside of normal SSG business hours will be subject to a premium service
<br />charge
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<br />3.8 Client Obligations and Cooperation. Client agrees to provide SSG with good faith and cooperation and access to such information, facilities,
<br />personnel and equipment as may be reasonably required by SSG in order to perform the Professional Services and Training (as applicable), as may be
<br />applicable and to provide the Services, including, but not limited to, providing security access, information, and software interfaces to Client’s applications,
<br />and Client personnel, as may be reasonably requested by SSG from time to time. Client acknowledges and agrees that SSG’s performance is dependent
<br />upon the timely and effective satisfaction of Client’s responsibilities hereunder and timely decisions and approvals of Client in connection with the Services.
<br />SSG is entitled to rely on all decisions and approvals of Client. Client will follow the instructions and reasonable policies established by SSG from time to
<br />time and communicated to Client and shall make all reasonable efforts not to impede or otherwise delay the performance of any Professional Services.
<br />Client further represents and warrants that any and all documentation, this Agreement, any Order Form, SOW or change order shall be executed by or on
<br />behalf of Client by duly authorized or appointed persons and further, any requisite internal approvals as may be required by Client have been obtained in
<br />advance of Client’s commitment to procure and use the Services.
<br />4 USING THE SAAS SERVICES
<br />4.1 Limited License. SSG hereby grants Client and its Users a personal, non-exclusive, non-transferable, limited worldwide license to remotely
<br />access and use the SaaS Services during the term of the applicable Order Form solely for Client’s internal business purpose(s), subject to the terms and
<br />conditions of this Agreement. Client agrees to limit access to the SaaS Services to the number of Users identified in the applicable Order Form(s) during
<br />the Term.
<br />4.2 User Administration. Client is solely responsible for the administration, authorization and termination of all User identifications and passwords
<br />to access and use the Services. Client shall not permit Users to share User identifications and passwords, nor allow for multiple users under the same
<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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