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<br />Page 4
<br /> Public Sector SaaS Rev. U (Issued 02.02.2022)
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<br />3.3.1. We may also suspend, terminate, or otherwise deny Your access or any Named User’s access to or use of all or any part
<br />of the Services, without incurring any liability to You, if: (a) We receive a judicial or other governmental demand or order,
<br />subpoena, or law enforcement request that expressly or by reasonable implication requires Us to do so; or (b) We believe, in
<br />good faith and reasonable discretion, that: (i) You or any Named User, have failed to comply with any term of this Agreement,
<br />or accessed or used the Services beyond the scope of the rights granted , or for a purpose not authorized under this Agreement;
<br />or (ii) Your use of the Services causes a direct or indirect threat to our network function or integrity, or to Our other customers'
<br />ability to access and use the Services; or (iii) You or any Named User, are or have been involved in any fraudulent, misleading,
<br />or unlawful activities relating to or in connection with any of the Services; or (iv) this Agreement expires or is terminated. This
<br />Section 3.3 does not limit any of Our other rights or remedies under this Agreement.
<br />3.4. Taxes. All fees under this Agreement exclude all sales, use, value-added taxes, and other taxes and government charges,
<br />whether Federal, State, or foreign, and You will be responsible for payment of all such taxes (other than taxes based on our
<br />income), fees, duties, and charges, and any related penalties and interest, arising from the payment of any and all fees under
<br />this Agreement including the access to or performance of the Services hereunder. If We have a legal obligation to pay or col lect
<br />taxes for which You are responsible under the Agreement, then then We will invoice, and You will pay the appropriate amount
<br />unless You claim tax exempt status for amounts due under this Agreement and provide Us with a valid tax exemption certificate
<br />(authorized by the applicable governmental authority) promptly up on execution of this Agreement. If any taxes shall be required
<br />by law to be deducted or withheld from any fee payable hereunder by You to Us, You shall, after making the required deduction
<br />or withholding, increase such fee payable as may be necessary to ensure that We shall receive an amount equal to the fee We
<br />would have received had no such deduction or withholding been made.
<br />4. INTELLECTUAL PROPERTY RIGHTS.
<br />4.1. We alone (and our licensors, where applicable) shall own all rights, title, and interest in and to our software, websit e and
<br />technology, the course content (if any), and the Services W e provide, including all documentation associated with the Services.
<br />If You provide any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by
<br />You (collectively “Feedback”), We may use such Feedback to improve the Services without charge, royalties, or other obligation
<br />to You, and Our use of Your Feedback does not give You any property rights to the Services.
<br />The Vector Solutions name and logo are trademarks of Vector Solutions, and no right or license is granted to You to use them.
<br />You shall own all rights, title, and in terest in and to Your added software, Your content, and information collected from Your
<br />content pages (“Your Data”). You shall have no rights in or to any other data collected that is not affiliated with You. Your
<br />content, email addresses, and personal information of Your Named Users or Your EHS Active Employees You entered into the
<br />database, or any of Your customers or users is Your sole property. We will not, at any time, redistribute, share, or sell any of
<br />Your email addresses, email server domain names, customer names, or personal information. Course content that You purchase
<br />from third-party course providers and access through our LMS will require the sharing of certain user information with Us in
<br />order for Us to properly track and report usage.
<br />4.2. You recognize that We regard the software We have developed to deliver the Services as our proprietary information and
<br />as confidential trade secrets of great value. You agree not to provide or to otherwise make available in any form the softwar e or
<br />Services, or any portion thereof, to any person other than Your Named Users without our prior written consent. You further agree
<br />to treat the Services with at least the same degree of care with which You treat Your own confidential information and in no
<br />event with less care than is reasonably required to protect the confidentiality of the Services.
<br />4.2.1 Except as otherwise agreed in writing or to the extent necessary for You to use the Se rvices in accordance with this
<br />Agreement, You are not allowed to: (a) copy the course content in whole or in part; (b) display, reproduce, create derivative
<br />works from, transmit, sell, distribute, rent, lease, sublicense, transfer or in any way exploit the course content in whole o r in part;
<br />(c) embed the course content into other products; (d) use any of our trademarks, service marks, domain names, logos, or other
<br />identifiers or any of our third party suppliers; (e) reverse engineer, decompile, disassemble, or access the source code of a ny
<br />of our Services or software, (f) use the software or Services for any purpose that is unlawful; (g) alter or tamper with the
<br />Services and/or associated documentation in any way; (h) attempt to defeat any security measures that We may take to protect
<br />the confidentiality and proprietary nature of the Services; (i) remove, obscure, conceal, or alter any marking or notice of
<br />proprietary rights that may appear on or in the Services and/or associated documentation; or (j) except as permitted by this
<br />Agreement, knowingly allow any individual or ent ity under Your control to access Services without authorization under this
<br />Agreement for such access.
<br />4.3. We acknowledge that You alone shall own all rights, title, and interest in and to Your name, trademarks, or logos, and this
<br />Agreement does not give Us any rights of ownership to the same. You hereby authorize Us to use Your name, trademarks, or
<br />logos in promotional materials, press releases, advertising, or in other publications or websites , whether oral or written. If You
<br />do not consent to Our use of Your name or logo, You may withdraw Your consent at any time by notifying Us at
<br />logousage@vectorsolutions.com.
<br />5. TERM, TERMINATION, AND NOTICE.
<br />5.1 Term. The term of this Agreement will start on the Effective Date, and will remain in full force and effect for the initial term
<br />(the “Initial Term”) indicated in Schedule A. Upon expiration or early termination of this Agreement by either Party as described
<br />below in Section 5.2 (Termination for Cause) or for any reason, You shall immediately discontinue all use of the Services and
<br />documentation, and You acknowledge that We will terminate Your ability to access the Services. Notwithstanding, access to the
<br />DocuSign Envelope ID: 17FA3D0B-87FA-44D0-9E7F-AAF3F5BFACF4
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