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CLOUD SAAS SERVICES TERMS AND CONDITIONS: Animal Intelligence Software, Inc. will use commercially reasonable efforts to provide Client the services described in the order form here, and Client shall pay Animal Intelligence Software, Inc. the Monthly and Implementation Fee in accordance with the terms herein. 1. SAAS SERVICES AND SUPPORT
1.1 Subject to the terms of this Agreement, Animal Intelligence Software, Inc. will use commercially reasonable efforts to provide Client the Services. As part of the registration process, Client will identify an administrative user name and password for Client’s Animal Intelligence Software, Inc. account. Animal Intelligence Software, Inc. reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
2. RESTRICTIONS AND RESPONSIBILITIES
2.1 Client will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Animal Intelligence Software, Inc. or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
2.2 With respect to any Software that is distributed or provided to Client for use on Client premises or servers, computers or devices, Animal Intelligence Software, Inc. hereby grants Client a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
2.3 Client represents, covenants, and warrants that Client will use the Services only in compliance with Animal Intelligence Software, Inc.’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. [Client hereby agrees to defend, indemnify and hold harmless Animal Intelligence Software, Inc. against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Client’s use of Services. Although Animal Intelligence Software, Inc. has no obligation to monitor Client’s use of the Services, Animal Intelligence Software, Inc. may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
3. PAYMENT OF FEES
3.1 Client will pay Animal Intelligence Software, Inc. the then applicable fees described for the Services and Implementation Services in accordance with the terms therein (the “Fees”).
3.2 If Client’s use of the Services exceeds the Service Capacity set forth or otherwise requires the payment of additional fees (per the terms of this Agreement), Client shall be billed for such usage and Client agrees to pay the additional fees in the manner provided herein.
3.3 Animal Intelligence Software, Inc. reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Client (which may be sent by email).
4. TERM AND TERMINATION
4.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term of one (1) year, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
4.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement.
4.3 Client will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Animal Intelligence Software, Inc. will make all Client Data available to Client for electronic retrieval for a period of thirty (30) days, but thereafter Animal Intelligence Software, Inc. shall have no obligation to return or store said Client Data and may, but is not obligated to, delete stored Client Data. All sections of this Agreement, which by their nature should survive termination, will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
4.4 If Customer terminates this Agreement or elects to reduce the number of Customer’s authorized end users (“Users”) of the Licensed Material, then, in addition to amounts due for use of the Licensed Material and Support Services actually rendered prior to the termination of this Agreement or reduction of Users, there shall be immediately due and payable by Customer an amount equal to the 50% of the fees that would have been paid the remainder of the term but for the termination or reduction of Users, as the case may be.
5. WARRANTY AND DISCLAIMER
Animal Intelligence Software, Inc. shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner, which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and competent manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Animal Intelligence Software, Inc. or by third-party providers, or because of other causes beyond Animal Intelligence Software, Inc.’s reasonable control, but Animal Intelligence Software, Inc. shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, ANIMAL INTELLIGENCE SOFTWARE, INC. DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND ANIMAL INTELLIGENCE SOFTWARE, INC. DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.