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SSG MSA – version 6.1 v2 – September 2022
<br />without reference to any Confidential Information of the other. The obligations of SSG set forth in this Section 9 will not apply to any suggestions and
<br />feedback for product or service improvement, correction, or modification provided by Client in connection with any present or future SSG product or service,
<br />and, accordingly, neither SSG nor any of its clients or business partners will have any obligation or liability to Client with respect to any use or disclosure of
<br />such information.
<br />10 LIMITATION OF LIABILITY. Notwithstanding anything to the contrary contained in this Agreement, any Order Form, SOW, or other exhibits and
<br />attachments, SSG’s total liability for any and all damages may not exceed: (i) with respect to the SaaS Services, the fees (excluding implementation or
<br />other Professional Services fees) paid by Client for the twelve (12) month period preceding the action or event giving rise to the liability or (ii) with respect
<br />to the Professional Services, the total fees received by SSG from Client for the Professional Services under the SOW giving rise to the liability.
<br />NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NEITHER CLIENT, SSG, NOR THEIR RESPECTIVE LICENSORS AND
<br />SUPPLIERS WILL BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES
<br />(INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS OR DAMAGES FOR BUSINESS INTERRUPTION, INACCURATE INFORMATION OR LOSS
<br />OF INFORMATION OR COST OF COVER) THAT THE OTHER PARTY MAY INCUR OR EXPERIENCE IN CONNECTION WITH THE AGREEMENT OR
<br />THE SERVICES, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF
<br />SUCH DAMAGES.
<br />11 TERM AND TERMINATION
<br />11.1 Agreement Term. The term of this Agreement commences upon the execution of an Order Form referencing this Agreement and will continue in
<br />full force and effect until the expiration or termination of all such Order Forms, unless otherwise terminated earlier as provided hereunder.
<br />11.2 SaaS Services Term. The initial term of each of the SaaS Services is specified in the Order Form (“Initial Term”) and automatically renews for
<br />the same length as the Initial Term but not less than a period of twelve (12) months (the “Renewal Term”) unless either party gives written notice 45 days
<br />prior to the end of the Initial Term, or any renewal term, of its intention to terminate the Order Form. The Initial Term and any Renewal Term, combined, are
<br />referred to as the “Term”. The SaaS Services may not be terminated in whole or in part during the Initial Term or any Renewal Term, except as set forth in
<br />Section 11.3
<br />11.3 Termination. Either party may terminate the Agreement, and any Order Forms subject to the Agreement, immediately upon written notice at any
<br />time if: (i) the other party commits a non-remediable material breach of the Agreement; (ii) the other party fails to cure any remediable material breach or
<br />provide a written plan of cure acceptable to the non-breaching party within 30 days of being notified in writing of such breach, except for breach of Section
<br />5 which will have only a 10 day cure period; (ii) the other party ceases business operations; or (iv) the other party becomes insolvent, generally stops paying
<br />its debts as they become due or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable
<br />proceeding, or if any such proceeding is instituted against the other (and not dismissed within 90 days after commencement of one of the foregoing events).
<br />If SSG terminates this Agreement due to an uncured Client breach, Client agrees to pay to SSG the remaining value of the current Term (that Client
<br />acknowledges as liquidated damages reflecting a reasonable measure of actual damages and not a penalty) equal to the aggregate recurring Service fees
<br />(as set forth in the Order Form) that will become due during the canceled portion of the Term. Where a party has rights to terminate, that party may at its
<br />discretion either terminate the entire Agreement or the applicable Order. In such case, Order Forms that are not terminated will continue in full force and
<br />effect under the terms of this Agreement.
<br />11.4 Suspension. SSG will be entitled to suspend any or all Services upon 5 days notice to Client in the event Client is 30 days or more past due with
<br />any payment or otherwise for an uncured breach of this Agreement (“Suspension”). However, SSG may suspend Client’s access and use of the SaaS
<br />Services immediately, with notice to Client following promptly thereafter, if, and so long as, in SSG’s sole judgment, there is a security or legal risk created
<br />by Client that may interfere with the proper continued provision of the SaaS Services or the operation of SSG’s network or systems. SSG may impose an
<br />additional charge to reinstate service following such suspension. In the event of a Suspension of thirty (30) days or more, SSG has the right, in its sole
<br />discretion and without further notice to Client, to terminate this Agreement and any Order Form and to further pursue any rights and remedies under this
<br />Agreement or at law and equity.
<br />11.5 Post Termination. SSG has no obligation to retain Client Data beyond thirty (30) days after the expiration or termination of SaaS Services unless
<br />required by appliable law.
<br />11.6 Survival. Sections 1, 2, 5, 6, 7.3, 8, 9, 10, 11, and 12 will survive termination of this Agreement.
<br />12 MISCELLANEOUS
<br />12.1 Compliance. During the term of the Agreement and for a period of one year following its termination, SSG will have the right to verify Client’s full
<br />compliance with the terms and requirements of the Agreement. If such verification process reveals any noncompliance, Client will promptly cure any such
<br />noncompliance; provided, however, that the obligations under this Section do not constitute a waiver of SSG’s termination rights and do not affect SSG’s
<br />right to payment for Services and interest fees related to usage in excess of the License Metrics.
<br />12.2 Force Majeure. Any party hereto will be excused from performance (except payment obligations) under this Agreement for any period of time
<br />that the party is prevented from performing its obligations hereunder as a result of an act of God, war, utility or communication failures, or other cause
<br />beyond the party’s reasonable control. Both parties will use reasonable efforts to mitigate the effect of a force majeure event.
<br />12.3 Non-Solicitation. Both parties agree not to recruit, divert, or solicit the employment of each other’s employees during the term of this Agreement
<br />and for a period of 12 months following termination or expiration of this Agreement; provided, however, that either party may engage in general solicitations
<br />(e.g., newspaper, online job postings, etc.) for employees in the ordinary course of business not specifically directed or targeted at the other party’s
<br />employees.
<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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