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TripMaster 19
<br /> by CTS Software Cost Proposal
<br /> CTS from time to time,its employees that require access to the Hosted Services.CTS will provide standard support for the Hosted Services to Customer at
<br /> no additional charge(including new releases,upgrades,updates,patches,and bug fixes as they may,from time to time,be developed and made generally
<br /> available as part of the Services).CTS will provide the Hosted Services in accordance with the service level agreement set forth in Schedule 1.
<br /> 2.4 Professional Services. If specified in an Order,CTS will provide Professional Services to Customer in accordance with the applicable Order.
<br /> For example,upgrades to the Hosted Services that are requested and made available for the benefit of the Customer will not be offered at no additional
<br /> charge. Such upgrades will be quoted by CTS upon written request from the Customer and memorialized in a signed Order for Professional Services.CTS
<br /> will own any improvements,enhancements,configurations,or other derivative works to the Hosted Services made by CTS in connection with the
<br /> Professional Services.
<br /> 2.5 Service Delivery.CTS may provide the Services from any facility and may from time to time transfer any or all of the Services being provided
<br /> hereunder to any new facility(ies)or relocate the personnel,equipment and other resources used in providing those Services.
<br /> CTS may,in its sole discretion,make any changes to any Service that it deems necessary or useful to(i)maintain or enhance(a)the quality or delivery of
<br /> CTS'products or services to its customers,(b)the competitive strength of,or market for,CTS'products or services,(c)such Services'cost efficiency or
<br /> performance,or(ii)to comply with applicable law.
<br /> 2.6 Protection and Use of Customer Data.CTS will maintain administrative,physical,and technical safeguards designed to protect the security,
<br /> confidentiality,and integrity of Customer Data,as described in the Documentation.Those safeguards will include measures for preventing access,use,
<br /> modification,or disclosure of Customer Data by CTS personnel except:(a)to provide the Services,prevent or address service or technical problems
<br /> ,or as described herein;(b)as compelled by law in accordance with Section 6.3(Compelled Disclosure)below;or(c)as Customer expressly permits in
<br /> writing.
<br /> Customer shall protect and maintain the confidentiality of any logins,passwords or other access credential supplied by CTS for use with the Services.
<br /> Customer is liable for all authorized and unauthorized uses of such account credentials.
<br /> 3.USE OF SERVICES AND
<br /> CONTENT.
<br /> 3.1 Customer Responsibilities.Customer will:(a)be responsible for its and its contractors'compliance with this Agreement and for all their acts and
<br /> omissions of as if they were Customer's acts or omissions;(b)be responsible for the accuracy,quality,and legality of Customer Data and the means by
<br /> which Customer acquired Customer Data;(c)use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify CTS
<br /> promptly of any unauthorized access or use of which Customer becomes aware;(d)use Services only in accordance with this Agreement,any applicable
<br /> Order,and the Documentation;(e)comply with all laws applicable to Customer's use of the Services;and(f)promptly and fully cooperate with CTS and
<br /> make the necessary personnel and resources available to CTS for CTS to deliver the Services,as reasonably requested by CTS.
<br /> 3.2 Usage Restrictions.Customer will not:(a)
<br /> use the Hosted Services outside the licensing metrics set out in the applicable Order(e.g.,per user limitations),if any;
<br /> (b) make any Service available to,or
<br /> use any Service for the benefit of,anyone other than Customer;(c)lease,license,sell,sublicense or otherwise transfer its access to or use of the Services,
<br /> or include any Service in a service bureau or outsourcing offering;(d)use or permit use of any Service in contravention of Section 3.4(Prohibited Uses);(e)
<br /> interfere with or disrupt the integrity or performance of any Service;(f)attempt to gain unauthorized access to any Service;(g)permit direct or indirect
<br /> access to or use of any Service in a way that circumvents a usage limit;(h)copy a Service or any part,feature,function,or user interface thereof;(i)copy
<br /> any Service except as permitted herein or in an Order or the Documentation;Q)frame or mirror any part of any Service;(k)access any Service in order to
<br /> build a competitive product or service;or(1)reverse engineer any Service(to the extent this restriction is permitted by law).
<br /> 3.3 Technical Requirements.Customer will need certain equipment,software,and Internet access to be able to access the Hosted Services.Acquiring,
<br /> installing,maintaining and operating equipment and Internet access is solely Customer's responsibility.
<br /> Customer is responsible for ensuring that such equipment is compatible with the Services and complies with all configurations and specifications provided
<br /> by CTS,which may be amended from time to time.
<br /> CTS neither represents nor warrants that the Hosted Services will be accessible through all web browser releases or used with all operating systems.
<br /> 3.4 Prohibited Uses.Customer will not and will not permit others in using the Services to:(a)defame,abuse,harass,stalk,threaten any individual or
<br /> infringe or otherwise violate the legal rights(such as rights of privacy,publicity and intellectual property)of others or CTS;(b)distribute any harmful,
<br /> inappropriate,profane,vulgar,infringing,obscene,false,fraudulent,tortuous,indecent,unlawful,or otherwise objectionable material or information
<br /> (including any unsolicited commercial communications);(c)engage in or encourage any conduct that could constitute a criminal offense or give rise to civil
<br /> liability for CTS;(d)misrepresent or in any other way falsely identify Customer's identity or affiliation,including through impersonation or altering any
<br /> technical information in communications using the Services;(e)transmit or upload any material through the Services that contains viruses,trojan horses,
<br /> worms,time bombs,cancelbots,or any other programs with the intent or effect of damaging,destroying,disrupting or otherwise impairing CTS',or any other
<br /> person's or entity's,network,computer system,or other equipment;(f)interfere with or disrupt the Services,networks or servers connected to the CTS
<br /> systems or violate the regulations,policies or procedures of such networks or servers,including unlawful or unauthorized altering any of the information
<br /> submitted through the Services;(g)attempt to gain unauthorized access to the Services,other CTS customers'computer systems or networks using the
<br /> Services through any means;or(h)interfere with another person's use of the Services.CTS has no obligation to monitor Customer's use of the Services.
<br /> However,CTS reserves the right(but has no obligation)at all times to monitor,review,retain and disclose any information as necessary to satisfy or
<br /> cooperate with any applicable law,regulation,legal process or governmental request.
<br /> 3.5 Removal of Content. If CTS is required by any third-party rights holder to remove any content or information,or receives information that any content
<br /> or information provided to Customer may violate applicable law or third-party rights,CTS may remove such content or information and/or notify Customer
<br /> that it must discontinue all use of such content or information,and to the extent not prohibited by law,Customer will do so and promptly remove such
<br /> content or information from its systems.
<br /> 4. PROPRIETARY RIGHTS AND LICENSES.
<br /> 4.1 Reservation.CTS and its licensors reserve all of their rights,title,and interest in and to the Hosted Services and the Documentation,including all
<br /> updated,upgrades,or derivative works from the foregoing,and all intellectual property rights therein.No rights are granted to Customer hereunder other
<br /> than as expressly set forth in this Agreement.
<br /> 4.2 Access to Hosted Services.Subject to Customer's compliance with this Agreement and any Orders,CTS grants to Customer a non-exclusive
<br /> TripMaster by CTS Software-Quote#4564 v6 8114
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