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<br />and all rights not expressly granted are reserved by SSG and its licensors. Client may not obscure, alter or
<br />remove any copyright, patent, trademark, service mark or proprietary rights no<ces on any por<on of the SaaS
<br />Services or other materials, including SSG Documenta<on.”
<br />3. Sec8on 6.4 Transi8on of Client Data at Termina8on. Sec<on 6.4 is hereby modified as follows (addi<ons
<br />are represented by underline and dele<ons are represented by strikethrough):
<br />“Transi8on of Client Data at Termina8on. Prior to termina<on of this Agreement or any Order Form, Client may
<br />access and download their Client Data at any <me via the standard Services interfaces and repor<ng. Upon
<br />termina<on of this Agreement or any Order Form, should Client elect SSG’s assistance in the extrac<on of Client
<br />Data, including any a0achments, separate data extrac<on fees shall apply to provide a standard SQL backup.
<br />Such data extrac<on fees will be the greater of (i) $250.00 per hour per SSG personnel or $2,500.00 but not to
<br />exceed $5,000.00 in total as included in an Order Form for the transi<on of said Client Data. Such transi<on
<br />must occur within ninety (90) thirty (30) days of termina<on or expira<on of the SaaS Services. In no event
<br />shall SSG be liable to retain Client Data for a period in excess of ninety (90) thirty (30) days of the termina<on
<br />or expira<on of the SaaS Services unless otherwise required by applicable law.”
<br />4. Sec8on 8.1 SSG Indemnity. Sec<on 8.1 is hereby modified as follows (addi<ons are represented by
<br />underline and dele<ons are represented by strikethrough):
<br />“SSG Indemnity. SSG agrees, at its own expense, to defend, indemnify and hold Client, and its affiliates, officers,
<br />directors, employees, and agents harmless against any damages finally awarded and payable to any third party
<br />in any such suit or cause of ac<on, alleging that a SaaS Service as used in accordance with this Agreement
<br />infringes the registered U.S. patent or copyright of any third party. If a SaaS Service is held or believed to infringe
<br />on a registered U.S. patent or copyright of a third party, SSG may, in its sole discre<on, (a) modify the Service
<br />to be non-infringing, (b) obtain for Client a license to con<nue using the affected Service, or (c) if neither (a)
<br />nor (b) are prac<cal in SSG’s sole judgment, terminate the affected Service and return to Client the pro-rated
<br />por<on of unused Service fees actually paid by Client for the affected Service. The foregoing obliga<ons of SSG
<br />do not apply (i) to the extent that the allegedly infringing SaaS Service or por<ons or components thereof or
<br />modifica<ons thereto result from any change or that are developed or configured in whole or in part in
<br />accordance with Customer’s specifica<ons, made by Client or by any third party for Client, (ii) if the infringement
<br />claim could have been avoided by using an unaltered current version of a SaaS Service which was provided by
<br />SSG, (iii) to the extent that an infringement claim is based upon any informa<on, design, specifica<on,
<br />instruc<on, so\ware, data, or material not furnished by SSG, or any material from a third party portal or other
<br />external source that is accessible to Client within or from the SaaS Service (e.g., a third party Web page accessed
<br />via a hyperlink), (iv) to the extent that an infringement claim is based upon the combina<on of any material
<br />with any products or services not provided by SSG, or (v) to the extent that an infringement claim is caused by
<br />the provision by Client to SSG of materials, designs, know-how, so\ware or other intellectual property with
<br />instruc<ons to SSG to use the same in connec<on with the SaaS Service, (iv) to the extent that Client is in
<br />material breach of its obliga<ons under the terms of this Agreement. Addi<onally, to the extent authorized by
<br />North Carolina law, SSG agrees to defend, indemnify, and hold harmless Client, its directors, officers, employees,
<br />agents, independent contractors, authorized volunteers, a0orneys, and consultants from and against all losses,
<br />costs, demands, a0orneys’ fees, expenses, obliga<ons, liabili<es, penal<es, interests, recoveries, damages,
<br />claims, and judgments alleged to result from, arise out of, or be in any way connected with (i) any willful acts,
<br />ac<ve or passive negligence, errors, or omissions, including viola<on of any law or regula<on, resul<ng from
<br />SSG’s failure to encrypt Client Data to industry-standard cipher key size of 2048 bits or be0er and (ii) arising
<br />from property damage or bodily injury including death to any person or persons caused in whole or in part by
<br />the negligence or misconduct of SSG except to the extent same are caused by the negligence or willful
<br />DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DFDocuSign Envelope ID: F96193CE-1C3E-4AB8-B35D-B4F5A97AE7D4
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