2024-271-E-Risk Mgr-ClearRisk-Incident management system

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-3 - 2.Term 2.1 Term of Agreement. This Agreement comes into force as of the Effective Date hereof and has an initial term of three (3) years from the Effective Date (the “Initial Term”), unless terminated earlier in accordance with the provisions of this Agreement or applicable law or it is renewed in accordance with Section 2.2 hereof. 2.2 Auto-Renewal Unless Terminated. This Agreement shall renew for succeeding three (3) year terms (each a “Renewal Term”) unless a Party notifies the other Party of its intention not to renew this Agreement no less than 30 days prior to the expiration of the Initial Term or any Renewal Term. 2.3 Fee Changes. At the end of the Initial Term of this Agreement and any subsequent Renewal Terms, ClearRisk may adjust the Subscription Fees payable under this Agreement by providing Client written notice of such adjustment at least 60 days prior to the beginning of the Renewal Term. 3.The ClearRisk Service 3.1 Grant of Right to Use the ClearRisk Service . Subject to the terms and conditions of this Agreement and payment of the applicable Fees, ClearRisk hereby grants to Client a non-exclusive, worldwide, non- transferable, non-sublicensable right to (a) access and use (and to permit Users to access and use) the ClearRisk Service, solely during the Term; and (b) access and use, and to permit Users to access and use, the Documentation as reasonably necessary to support the Client’s permitted use of the ClearRisk Service during the Term. 3.2 SFDC Service Agreement. Client acknowledges that the ClearRisk Service is provided on the Salesforce Platform and hereby agrees that the terms and conditions set forth in the SFDC Service Agreement are hereby incorporated by reference and form part of this Agreement and Client hereby agrees to be bound by the SFDC Service Agreement. Client acknowledges and agrees that the terms set out in the SFDC Service Agreement are imposed upon ClearRisk by SFDC and a breach by Client of the terms and conditions set forth therein constitutes a material breach of this Agreement and could impact and/or prevent Client from being able to access and use the ClearRisk Service. 3.3 Restrictions. Client shall not (and shall not allow Users or any third party to): (a) possess, download or copy the ClearRisk Service or any part of the ClearRisk Service, including but not limited any component which comprises the ClearRisk Service, but not including any output from the ClearRisk Service; (b) knowingly interfere with service to any of ClearRisk’s customers, users, host or network, including by means of intentionally submitting a virus, overloading, flooding, spamming, mail bombing or crash ing; (c) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the ClearRisk Service and/or Documentation, except to the extent that enforcement is prohibited by applicable law; (d) circumvent any timing restrictions that are built into the ClearRisk Service; (e) sell, rent, lend, transfer, distribute, license, or grant any rights in the ClearRisk Service or Documentation in any form to any person without the written consent of ClearRisk; (f) remove any proprietary notices, labels, or marks from the ClearRisk Service or Documentation; (g) create any “links” to or “frame” or “mirror” of the ClearRisk Service or any portion thereof; or (h) use the ClearRisk Service in violation of applicable laws. 3.4 Support. During the Term, ClearRisk, or its authorized support partner, will provide Support Services at no additional charge. Support Services will include: (a) email support is monitored and provided from 8:00 AM to 5:00 PM (ET) ON BUSINESS DAYS and emails outside of these hours will be responded to on a reasonable efforts basis; and (b) ClearRisk will use commercially reasonable efforts to respond to support enquiries within one (1) Business Day. Customer will have access to ClearRisk’s technical support web site and may use the web site to submit service requests. ClearRisk shall not be required to provide Support Services if Client is in default of any of its material obligations under this Agreement. DocuSign Envelope ID: BD441C19-1E7C-4FDE-8321-A4585AF240A5