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SSG MSA – version 6.1 v2 – September 2022
<br />and any Order Form without further notice to Client. Client agrees to reimburse SSG for expenses incurred, including interest and reasonable attorney
<br />fees, in collecting amounts due SSG hereunder that are not under good faith dispute by Client. Amounts paid or payable for SaaS Services are not
<br />contingent upon the performance of 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 functionality or features.
<br />5.2 Professional Services. Professional Services shall be provided to Client on a “Time and Materials” basis, if an estimated total fee amount is
<br />stated in the Order Form or SOW, that amount is solely a good-faith estimate for Client’s budgeting and SSG’s resource scheduling purposes and not a
<br />guarantee nor a warranty that the work will be completed for that amount or within Client’s specified time frame. Any delays or lack of timely cooperation by
<br />Client may result in additional fees. Professional Services purchased must be used within, and rates quoted are valid for, a period of one year following the
<br />effective date of the Order Form. Hours that are not used or have expired after the one-year period are non-refundable.
<br />5.3 Professional Services Travel and Lodging Expenses. Upon preapproval by Client and subject to Client’s policies, SSG’s reasonable travel
<br />and lodging costs and expenses incurred by SSG in the performance of Professional Services on Client’s site will be billed separately at actual cost.
<br />6 PROPRIETARY RIGHTS
<br />6.1 Ownership. The SaaS Services and all equipment, infrastructure, websites and other materials provided by SSG in the performance of Services
<br />will always remain the exclusive, sole and absolute property of SSG or its licensors. Client does not acquire any right, title, or interest in or to the SaaS
<br />Services. Client hereby assigns rights 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 appropriate in its sole discretion. All rights,
<br />title and interest in or to any copyright, trademark, service mark, trade secret, and other proprietary right relating to the SaaS Services and the related logos,
<br />Service names, etc. and all rights not expressly granted are reserved by SSG and its licensors. Client may not obscure, alter or remove any copyright,
<br />patent, trademark, service mark or proprietary rights notices on any portion of the SaaS Services or other materials, including SSG Documentation.
<br />6.2 Restrictions. Client may not itself, nor through any affiliate, employee, consultant, contractor, agent or other third party: (i) sell, resell, distribute,
<br />host, lease, rent, license or sublicense, in whole or in part, the SaaS Services; (ii) decipher, decompile, disassemble, reverse assemble, modify, translate,
<br />reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architecture, structure or other elements of the SaaS Services,
<br />in whole or in part, for competitive purposes or otherwise; (iii) allow access to, provide, divulge or make available the Services to any user other than Users;
<br />(iv) write or develop any derivative works based upon the Services; (v) modify, adapt, tamper with or otherwise make any changes to the SaaS Services or
<br />any part thereof; (vi) obliterate, alter, or remove any proprietary or intellectual property notices from the SaaS Services; (vii) create Internet “links” to or from
<br />the SaaS Services, or “frame” or “mirror” any Content, (viii) use the SaaS Services to provide processing services to third parties, or otherwise use the same
<br />on a ‘service bureau’ basis; (ix) disclose or publish, without SSG’s prior express written consent, performance or capacity statistics or the results of any
<br />benchmark test performed on the SaaS Services; or (x) otherwise use or copy the same except as expressly permitted herein.
<br />6.3 Client Data. Client owns all Client Data. Client agrees that SSG may access User accounts, including Client Data, to provide Support or enforce
<br />the terms of this Agreement, and SSG may compile, use and disclose User statistics and Client Data in aggregate and anonymous form only. Client has
<br />sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right of use of all Client Data.
<br />6.4 Transition of Client Data at Termination. Prior to termination of this Agreement or any Order Form, Client may access and download their
<br />Client Data at any time at no charge via the standard Services interfaces and reporting. Upon termination of this Agreement or any Order Form, should
<br />Client elect SSG’s assistance in the extraction of Client Data, including any attachments, separate fees shall apply as included in an Order Form for the
<br />transition of said Client Data. Such transition must occur within thirty (30) days of termination or expiration of the SaaS Services. In no event shall SSG be
<br />liable to retain Client Data for a period in excess of thirty (30) days of the termination or expiration of the SaaS Services unless otherwise required by
<br />applicable law.
<br />7 WARRANTIES AND DISCLAIMERS.
<br />7.1 Client Data Warranty. Client represents and warrants that it has the right to use and provide the Client Data to SSG.
<br />7.2 SSG Warranties. SSG warrants that the SaaS Services, as may be updated or enhanced by SSG from time to time will perform substantially in
<br />accordance with the Documentation under normal Client use and circumstances and that the Professional Services will be performed in a manner consistent
<br />with general industry standards reasonably applicable to the provision thereof. SSG is not responsible for any claimed breach of any warranty set forth in
<br />this Section caused by: (i) modifications made to the SaaS Services by anyone other than SSG or its authorize representatives; (ii) the combination,
<br />operation or use of the hosted SSG Software with any items not certified or expressly approved in writing by SSG; (iii) SSG’s adherence to Client’s
<br />specifications or instructions; (iv) Errors caused by or related to Internet Unavailability or Independent Client Activity; or (v) Client deviating from the Service
<br />operating procedures described in the Documentation or as otherwise approved in writing by SSG. Correction for defects or issues traceable to the above
<br />warranty exclusions will be invoiced at SSG's then standard time and material charges.
<br />7.3 Disclaimers. SSG, ITS LICENSORS, AUTHORIZED REPRESENTATIVES, AND SUPPLIERS EXPRESSLY DISCLAIM TO THE MAXIMUM
<br />EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED. SSG MAKES NO WARRANTY OR REPRESENTATION
<br />WITH RESPECT TO THE SERVICES AND ANY RELATED INSTALLATION, CONFIGURATION, MAINTENANCE OR OTHER SUPPORT SERVICES,
<br />EXPRESS OR IMPLIED, AT LAW OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
<br />PURPOSE, OR NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE,
<br />ALL OF WHICH ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
<br />8 INDEMNIFICATION
<br />8.1 SSG Indemnity. SSG agrees, at its own expense, to defend, indemnify and hold Client, and its affiliates, officers, directors, employees, and
<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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