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Paladin Data Systems Corporation
<br />Master SaaS Subscription and Professional Services Agreement
<br />Page 4 of 7
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<br /> MSGPSA-Sv5-16
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<br />We acquire no right, title or interest from You or Your licensors under this Agreement in or to such applications or program
<br />code, including any intellectual property rights therein .
<br />6.5. Your Data. Subject to the limited rights granted by You hereunder, We acquire no right, title or interest from You or
<br />Your licensors under this Agreement in or to Your Data, including any intellectual property rights therein. You grant to Us a
<br />non-exclusive license to use Your Data for the purposes of performing Our obligations under this Agreement.
<br />6.6. Our Protection of Your Data. We receive no ownership rights in Your Data. We will maintain appropriate
<br />administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Yo ur Data. We
<br />will not (a) modify Your Data, (b) disclose Your Data except as compelled by law in accordance with Section 7.3 (Compelled
<br />Disclosure) or as expressly permitted in writing by You, or (c) access Your Data except to provide the SaaS Subscription or
<br />Professional Services and prevent or address service or technical problems, or except at Your request in connection with
<br />customer support matters.
<br />6.7. Report Writer Software. You acknowledge the SaaS Subscription service may utilize ad hoc report writer software
<br />(“Ad Hoc”) under a license granted to Us by a Third Party, which licenses Us the right to sublicense the use of the Ad Hoc as
<br />part of the Service to You. Such sublicense is nonexclusive and solely for Your internal us e and You may not further resell, re-
<br />license, or grant any other rights to use such sublicense to any Third Party. You further acknowledge the Ad Hoc licensing
<br />Third Party retains all right, title, and interest to the Ad Hoc and all documentation related to the Ad Hoc. All confidential or
<br />proprietary information of Ad Hoc licensing Third Party is Confidential Information under the terms of this Agreement.
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<br />7. CONFIDENTIALITY
<br />7.1. Definition of Confidential Information. "Confidential Information" means all confidential information disclosed by
<br />a Party ("Disclosing Party") to the other Party ("Receiving Party"), whether orally or in writing, that is designated as
<br />confidential or that reasonably should be understood to be confidential given the nat ure of the information and the
<br />circumstances of disclosure. Your Confidential Information will include, but not be limited to Your Data; Our Confidential
<br />Information will include, but not be limited to the SaaS Subscription; and Confidential Information of each Party will include the
<br />terms and conditions of this Agreement and all Sales Orders, as well as business and marketing plans, technology and
<br />technical information, product plans and designs, and business processes disc losed by such Party. However, Confidential
<br />Information will not include any information that (i) is or becomes generally known to the public without breach of any obligation
<br />owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach
<br />of any obligation owed to the Disclosing Party, (iii) is received from a Third Party without breach of any obligation owed to the
<br />Disclosing Party, or (iv) was independently developed by the Receiving Party.
<br />7.2. Protection of Confidential Information. The Receiving Party (i) will use the same degree of care that it uses to
<br />protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i i) will not
<br />use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (iii) except
<br />as otherwise authorized by the Disclosing Party in writing, will limit access to Confidential Information of the Disclosing Party
<br />to its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement. Neither
<br />party will disclose the terms of this Agreement or any Sales Order to any Third Party other than its Affiliates and their legal
<br />counsel and accountants without the other Party’s prior written consent.
<br />7.3. Compelled Disclosure. If the Receiving Party is required to disclose any Confidential Information of the other by
<br />law, regulation or governmental authority, the Receiving Party will provide reasonable notice to Disclosing Party of such
<br />required disclosure and reasonably coopera te with the Disclosing Party in preventing or limiting such disclosure, or obtaining
<br />an appropriate protective order or other remedy. If a protective order or other remedy is not obtained, then the Receiving Party
<br />may disclose such Confidential Information as necessary for compliance with the applicable law, regulation or governmental
<br />authority. Notwithstanding such disclosure, such information will remain Confidential Information and subject to the
<br />requirements of this Section.
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<br />8. WARRANTIES AND DISCLAIMERS FOR SaaS SUBSCRIPTION AND PROFESSIONAL SERVICES
<br />8.1. Our Warranties for SaaS Subscription. We warrant that (i) We have the legal power to enter into this Agreement,
<br />(ii) the SaaS Subscription will perform materially in accordance with the User Guide, (iii) subject to Section 4.3 (Integration
<br />with Non- SaaS Subscription Applications), the functionality of the SaaS Subscription will not be materially decreased during
<br />a Subscription Term, and (iv) We will not transmit Malicious Code to You, provided it is not a breach of this subpart (iv) if You
<br />or a User uploads a file containing Malicious Code into the SaaS Subscription and later downloads that file containing Malicious
<br />Code. For any breach of a warranty above, Your exclusive remedy will be as provided in Section 13.4 (Termination for Cause)
<br />and Section 13.6 (Refund or Payment upon Termination) below.
<br />8.2. Our Warranties for Professional Services. We warrant the Professional Services will be performed consistent with
<br />generally accepted industry standards.
<br />8.3. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF
<br />ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY
<br />DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
<br />PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
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<br />9. LIMITATION ON WARRANTIES FOR PROFESSIONAL SERVICES
<br />YOU MUST REPORT ANY DEFICIENCIES IN THE PROFESSIONAL SERVICES TO US IN WRITING WITHIN THIRTY (30)
<br />DAYS OF COMPLETION OF THE PROFESSIONAL SERVICES IN ORDER TO RECEIVE WARRANTY REMEDIES. THE
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