|
, personal, non-transferable, limited license for its employees to access and use the Hosted Services and Documentation solely for Customer’s internal
<br />business purposes.
<br /> 4.3 Customer Data. As between CTS and Customer, Customer owns the Customer Data. Customer grants to CTS and its subcontractors a non-
<br />exclusive license to copy, reproduce, store, distribute, publish, export, adapt, edit, translate, and otherwise use, disclose and process Customer Data for
<br />any lawful purpose, including but not limited to as reasonably necessary or useful to perform and improve the Services and for the exercise of CTS’ rights
<br />under this Agreement and for scenarios including but not limited to data sharing to brokers and clearinghouses on behalf of the Customer. Customer
<br />warrants to CTS that Customer has the right to grant the foregoing license and provide Customer Data to CTS in accordance with this Agreement. CTS may
<br />anonymize and de-identify Customer Data so that it does not identify Customer or any individual, and cannot be used to identify Customer or any individual,
<br />for analytical and benchmarking purposes, for the development of new products and services, and to improve CTS’ products and services.
<br />5. FEES AND PAYMENT TERMS
<br /> 5.1 Services Fees. For the Services provided under this Agreement, Customer will pay CTS the fees in the amounts set forth in the applicable Order.
<br /> Unless otherwise set forth in the applicable Order, applicable fees will be invoiced to Customer monthly in advance. Fees are non-cancelable and non-
<br />refundable. Unless otherwise agreed in an Order, Customer will pay all invoices net thirty (30) days from the date of the CTS invoice. All fees paid and
<br />expenses reimbursed under this Agreement will be in United States currency. All standard fees will automatically increase by 3% per year after the one-
<br />year anniversary of the Effective Date of the Initial Term.
<br /> 5.2 Late Fees. If any invoiced amount is not received by CTS by the due date, then, without limiting CTS’ rights or remedies, those amounts will accrue
<br />interest at a rate of 1.5% per month or the maximum allowed under state law (whichever is lower). CTS, at its option, may suspend the Services, in whole or
<br />in part, if CTS does not receive all undisputed amounts due and owing under this Agreement within thirty (30) days after delivery of notice to Customer of
<br />the failure to pay such overdue balances.
<br /> CTS shall be entitled to an award of its reasonable attorney’s fees and collection costs in connection with Customer’s breach of its payment
<br />obligations.
<br /> 5.3 Taxes. CTS Software’s invoices for fees will include any taxes, levies, duties or similar governmental assessments of any nature, including, for
<br />example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”) unless official proof of tax-exempt status is
<br />provided.
<br /> 5.4 No Offset. Fees and expenses due from Customer under this Agreement may not be withheld or offset by Customer against other amounts for any
<br />reason.
<br />6. NON-DISCLOSURE AND
<br />CONFIDENTIALITY .
<br /> 6.1 Definition of Confidential Information. “Confidential Information” means information disclosed by a party to the other party that is designated as
<br />confidential or that reasonably should be considered confidential given the nature of the information and the circumstances of disclosure. Confidential
<br />Information of Customer includes Customer Data; Confidential Information of CTS includes the Services and Documentation; as well as information
<br />pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing; “Disclosing Party” refers to the party
<br />disclosing Confidential Information hereunder, whether such disclosure is directly from Disclosing Party or through Disclosing Party’s employees or agents;
<br />and “Recipient” refers to the party receiving any Confidential Information hereunder, whether such disclosure is received directly or through Recipient’s
<br />employees or agents. Confidential Information does not include information that: (a) is already known to the Recipient without restriction on use or
<br />disclosure prior to receipt of such information from the Disclosing Party; (b) is or becomes generally known by the public other than by breach of this
<br />Agreement by, or other wrongful act of, the Recipient; (c) is developed by the Recipient independently of, and without reference to, any Confidential
<br />Information of the Disclosing Party; or (d) is received by the Recipient from a third party who is not under any obligation to the Disclosing Party to maintain
<br />the confidentiality of such information.
<br /> 6.2 Requirement of Confidentiality. The Recipient agrees that it will use the same degree of care it uses to protect the confidentiality of its own
<br />confidential information of like kind (but not less than reasonable care) to: (a) not disclose or otherwise make available Confidential Information of the
<br />Disclosing Party to any third party without the prior written consent of the Disclosing Party, provided that the Recipient may disclose the Confidential
<br />Information of the Disclosing Party to its, and its affiliates’, officers, employees, consultants and legal advisors who have a “need to know,” who have been
<br />apprised of this restriction and who are themselves bound by nondisclosure obligations at least as restrictive as those set forth in this Section 6; and (b) use
<br />the Confidential Information of the Disclosing Party only for the purposes of performing its obligations or as otherwise authorized under this Agreement. The
<br />Recipient will promptly notify the Disclosing Party in the event it becomes aware of any loss or disclosure of any of the Confidential Information of Disclosing
<br />Party. The obligations in this Section 6 will survive termination and continue for so long as the applicable information constitutes Confidential Information.
<br /> 6.3 Compelled Disclosure. The Recipient may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided
<br />the Recipient gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the
<br />Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Recipient is compelled by law to disclose the Disclosing Party’s
<br />Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the
<br />Disclosing Party will reimburse the Recipient for its reasonable cost of compiling and providing secure access to that Confidential Information.
<br /> 6.4 Feedback. Any feedback, comments, suggestions or proposed modifications to the Services provided by Customer to CTS may be freely used by
<br />CTS without limitation, notice, or duty of accounting.
<br />7. THIRD PARTY SERVICES.
<br /> 7.1 Integration with Third Party Services. The Hosted Services may contain features designed to interoperate with products, applications, or services not
<br />provided by CTS (collectively, each a “Third Party Service”). To use such features, Customer may be required to obtain access to such Third Party Service
<br />from its provider, and may be required to grant CTS access to Customer’s account(s) on such Third Party Service. Customer shall provide, and shall cause
<br />the provider of the Third Party Service to provide, CTS with any reasonably requested information and materials needed to integrate the Third Party Service
<br />with the Services.
<br /> 7.2 Permissions; Disclaimer. CTS does not warrant or support Third Party Service or other third-party products or services. If Customer chooses to use
<br />a Third Party Service with the Services, Customer grants CTS permission to allow the Third Party Service and its provider to access any data (including,
<br />without limitation, data that may constitute Confidential Information) provided to CTS in connection with the Services as required for the interoperation of
<br />Cost Proposal
<br />TripMaster by CTS Software - Quote # 4564 v6 9 / 14
<br />Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6
|