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Paladin Data Systems Corporation
<br />Master SaaS Subscription and Professional Services Agreement
<br />Page 2 of 7
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<br /> MSGPSA-Sv5-16
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<br />2. SaaS SUBSCRIPTION AND PROFESSIONAL SERVICES
<br />2.1. Provision of SaaS Subscription. We will make the SaaS Subscription available to You pursuant to this Agreement
<br />and the relevant Sales Order during a Subscription Term. You agree that Your purchases are not contingent on the delivery
<br />of any future functionality or features, and not dependent on any oral or written public comments made by Us regarding future
<br />functionality or features.
<br />2.2. SaaS Subscriptions. As specified in the Sales Order, (i) the SaaS Subscription is purchased as either Training
<br />Record or User subscriptions, (ii) additional Training Record or User subscriptions may be added during the Subscription Term
<br />at the same pricing as the pre-existing subscriptions, prorated for the remainder of the Subscription Term in effect at the time
<br />the additional Training Record or User subscriptions are added, and (iii) the added Training Record or User subscriptions will
<br />terminate on the same date as the pre-existing subscriptions.
<br />2.3. Provision of Professional Services. We will provide to You the Professional Services specified on the applicable
<br />Sales Order. The Professional Services are cost estimates based on time and materials work for Your budgeting and Our
<br />resource scheduling purposes. If the estimate is exceeded, We will continue to provide the Professional Services on a time
<br />and materials basis if a new Sales Order or purchase order for continuation of the Professional Services is signed by the
<br />Parties.
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<br />3. USE OF THE SaaS SUBSCRIPTION
<br />3.1. Our Responsibilities. We will: (i) provide Our basic support for the SaaS Subscription to You at no additional charge
<br />(ii) use commercially reasonable efforts to make the SaaS Subscription available and (iii) We will provide You access to Your
<br />Data via a data extract process that enables You to download a current copy of Your Data upon request.
<br />3.2. Your Responsibilities. You will (i) be responsible for Users’ compliance with this Agreement, (ii) be responsible for
<br />the accuracy, quality and legality of Your Data and the means by which You acquired Your Data, (iii) use commercially
<br />reasonable efforts to prevent unauthorized access to or use of the SaaS Subscription, and notify Us promptly of any such
<br />unauthorized access or use, and (iv) use the SaaS Subscription only in accordance with the User Guide and applicable laws
<br />and government regulations, (v) validate for correctness all output and reports and (vi) have sole responsibility for downloading
<br />and storing data extract files You have requested, (vii) You will NOT (a) make the SaaS Subscription available to anyone other
<br />than Users, (b) sell, resell, rent or lease the SaaS Subscription to any Third Party, (c) use the SaaS Subscription to store or
<br />transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of Third Party
<br />privacy rights, (d) use the SaaS Subscription to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or
<br />performance of the SaaS Subscription or Third Party data contained therein, or (f) attempt to gain unauthorized access to the
<br />SaaS Subscription or their related systems or networks; (viii) If You store Personally Identifiable Information, then You will
<br />maintain, at Your expense, in effect an insurance policy which will cover all Your costs, including damages You are obligated
<br />to pay any Third Party, which are associated with any Security Breach or loss of personal data, regardless of cause (includin g,
<br />without limitation, Your negligence or gross negligence and unlawful Third Party acts). Costs to be covered by this insurance
<br />policy will include without limitation: (a) costs to notif y individuals whose personal data was lost or compromised; (b) costs to
<br />provide credit monitoring (or similar data protection services) and credit restoration services to individuals whose personal data
<br />was lost or compromised; (c) costs associated with Third Party claims arising from the Security Breach or loss of personal
<br />data, including litigation costs and settlement costs; and (d) any investigation, enforcement or similar miscell aneous costs.
<br />Such insurance will provide coverage for up to $1,000,000.00 (one million dollars). For the purposes of this section, "Securi ty
<br />Breach" means (1) the failure by You to properly handle, manage, store, destroy or otherwise control, or the unaut horized
<br />disclosure by You of: (a) personal data in any format or (b) Third Party corporate information in any format specifically ide ntified
<br />as confidential and protected under a confidentiality agreement or similar contract; (2) an unintentional violation of Your privacy
<br />policy or misappropriation that results in the violation of any applicable data privacy laws or regulations; or (3) any other act,
<br />error, or omission by You in Your capacity as such which is reasonably likely to result in the unauthorized disclosure of personal
<br />data (or a reasonable belief there has been an unauthorized disclosure). .
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<br />4. NON-SaaS Subscription PROVIDERS
<br />4.1. Acquisition of Non-SaaS Subscription Products. We or a Third Party may from time to time make available to
<br />You, Third Party products or services, including but not limited to Non-SaaS Subscription Applications and implementation,
<br />customization and other consulting services. Any acquisition by You of Non-SaaS Subscription products or services, and any
<br />exchange of data between You and any Non- SaaS Subscription provider, is solely between You and the applicable Non-
<br />SaaS Subscription provider. We do not warrant or support Non-SaaS Subscription products or services, except as specified
<br />in a Sales Order. Subject to Section 4.3 (Integration with Non-SaaS Subscription Applications), purchase of Non-SaaS
<br />Subscription products is not required to use the SaaS Subscription except for a supported computing device, operating system,
<br />web browser and Internet connection.
<br />4.2. Non-SaaS Subscription Applications and Your Data. If You install or enable Non-SaaS Subscription Applications
<br />for use with SaaS Subscription, You acknowledge that We may allow providers of those Non-SaaS Subscription Applications
<br />to access Your Data as required for the interoperation of such Non-SaaS Subscription Applications with the SaaS Subscription.
<br />We will not be responsible for any disclosure, modification or deletion of Your Data resulting from a ny such access by Non-
<br />SaaS Subscription Application providers. The SaaS Subscription will allow You to restrict such access by restricting Users
<br />from installing or enabling such Non-SaaS Subscription Applications for use with the SaaS Subscription.
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