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SSG MSA – version 6.1 v2 – September 2022
<br />license. Client agrees to immediately notify SSG of any unauthorized use of the Services, or any other breach of security suspected or known to Client.
<br />Fees for the Services are based on the number of Users communicated to SSG. Client shall report to SSG no less than annually the number of Users. Any
<br />increase in the number of Users in excess of the established limit(s) in one or more Order Form will result in an increase in the annual Service Fees. Client
<br />may not decrease the number of licenses for its Users during the Term of the Order Form. Upon termination of an Order Form, all licenses granted to Client
<br />with respect to the Services under that Order Form shall automatically terminate and Client shall immediately discontinue its use thereof.
<br />4.3 Acceptable Use Policy. Client acknowledges and agrees that SSG does not monitor or police the content of communications or data of Client
<br />or its Users transmitted or uploaded through the Services, and that SSG will not be responsible for the content of any such communications, transmissions
<br />or uploads. Client agrees to use the Services exclusively for authorized and legal purposes, consistent with all applicable laws and regulations and SSG’s
<br />policies. Client agrees not to post or upload any content or data which (a) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening;
<br />(b) violates the rights of others, such as data which infringes on any intellectual property rights or violates any right of privacy or publicity; or (c) otherwise
<br />violates any applicable law. Should a violation be alleged or become known, SSG may remove any violating content posted or transmitted through the SaaS
<br />Services without notice to Client. SSG may suspend or terminate any of Client’s User’s access to the SaaS Services upon notice if SSG reasonably
<br />determines that such User has violated the terms of this Agreement.
<br />4.4 Security. Client will not: (a) breach or attempt to breach the security of the SaaS Services or any network, servers, data, computers or other
<br />hardware relating to or used in connection with the SaaS Services, or any third party that is hosting or interfacing with any part of the SaaS Services; or (b)
<br />use or distribute through the SaaS Services any software, files or other tools or devices designed to interfere with or compromise the privacy, security or
<br />use of the SaaS Services or the operations or assets of any other Client of SSG or any third party. Client will comply with the user authentication
<br />requirements for use of the SaaS Services. Client is solely responsible for monitoring its Users’ access to and use of the SaaS Services. SSG has no
<br />obligation to verify the identity of any 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 incurred by Client or any third party resulting
<br />from such breach. If there is any compromise in the security of a User account or if unauthorized use is suspected or has occurred, Client must immediately
<br />take all necessary steps, including providing prompt notice to SSG, to effect the termination of suspected account.
<br />4.5 Client Data. Client has sole responsibility for the legality, reliability, integrity, accuracy and quality of the Client Data. Client Data is subject to the
<br />terms of this Agreement along with SSG’s Privacy Policy located at http://www.socialsolutions.com/legal/.
<br />4.6 Third-Party Providers. Certain third-party providers, some of which may be listed on SSG’s website, offer products and services related to the
<br />Services, including implementation, configuration, and other consulting services and applications (both offline and online) that work in conjunction with the
<br />SaaS Services, such as by exchanging data with the Service or by offering additional functionality. SSG is not responsible for any exchange of data or
<br />other interaction or transaction between Client and a third-party provider, including purchase of any product or service, all of which is solely between Client
<br />and the third-party provider.
<br />4.7 Links. The SaaS Service may contain links to third party websites or resources. Client acknowledges and agree that SSG is not responsible or
<br />liable for (a) the availability, accuracy, or security of such third-party sites or resources; or (b) the content, advertising, or products on or available from such
<br />website or resources. The inclusion of any link on the Service does not imply that SSG endorses the linked website. Client uses the links at its own risk.
<br />4.8 Training. It is Client’s responsibility to ensure that all Users receive training services sufficient to enable Client to effectively access and use the
<br />SaaS Services. Failure to do so could result in additional fees if support requests are deemed excessive as a result of insufficient training, at SSG’s
<br />discretion. Support may not be used as a substitute for training.
<br />4.9 Storage space: Storage space is allotted in SKU in the Subscription Product and Services description in the Order Form. Client may purchase
<br />additional storage space at SSG’s then prevailing rates. System reviews of the amount of storage space being used by Client will be performed periodically.
<br />If Client is using more than the allotted storage space as noted in the relevant SKU, Client will be invoiced for the additional storage usage upon the earlier
<br />of (i) discovery of the storage space overage or (ii) then next invoice cycle.
<br />4.10 Public Agency Cooperative Procurement. If Client is a public sector agency, SSG will extend the same terms and conditions in this Agreement
<br />to all public agencies in the same jurisdiction of Client (City, County, State) wishing to purchase SSG Products and Services. Any public agency exercising
<br />a purchase under this Agreement will execute its own Order Form for its specific requirements and this Agreement shall be referenced in such purchase.
<br />Public agencies may utilize this Agreement through their own procurement process in compliance with their own bidding and purchasing requirements with
<br />no statutory provision prohibiting such purchase therein. Client shall not be liable for the obligations of any public agency utilizing this Agreement for such
<br />public agency’s own purchase
<br />5 FEES, TAXES & PAYMENTS
<br />5.1 General. Fees, currency, and payment terms are specified in the applicable Order Form. All fees are in United States Dollars (unless otherwise
<br />noted in the Order Form) and exclude taxes. Client is responsible for payment of all applicable taxes (excluding those on SSG's net income) relating to the
<br />provision of the Services. In the event Client is tax exempt, such evidence shall be provided to SSG at time of execution of any Order Form. Except as
<br />otherwise expressly specified in the Order Form, all recurring fees payment obligations start from the execution of the Order Form. SSG may increase
<br />recurring fees on an annual basis upon 60 days prior written notice. Unless otherwise specified in the Order Form, payment of invoiced fees is due 30 days
<br />after the invoice date. Interest accrues on past due balances at the lesser of 1½% per month or the highest rate allowed by applicable law. Failure to make
<br />timely payments is a material breach of the Agreement and SSG will be entitled to suspend any or all of the Services, including its performance obligations
<br />hereunder in accordance with the provisions of Section 11.4 and/or to modify the payment terms, and to request full payment before any additional
<br />performance is rendered by SSG. In the event of Suspension of thirty (30) days or more, SSG has the right, in its sole discretion, to terminate this Agreement
<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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