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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; (j) frame or mirror any part of any Service; (k) access any Service in order to
<br />build a competitive product or service; or (l) 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 />Cost Proposal
<br />TripMaster by CTS Software - Quote # 4564 v6 8 / 14
<br />Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6
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