Synopsis SaaS Subscription Agreement 2019-11-27 - PFM Countersigned

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Rev. 24.10.18 – Annex C – Terms and Conditions Annex C to Synopsis Software as a Service Subscription Agreement Standard Terms and Conditions 1. Subscription. Subject to these standard terms and conditions (“Terms and Conditions”), PFM hereby grants Customer the right to access and use the Application (“Access”) during the Term (defined below), solely for Customer’s internal business purposes (the “Subscription”). The Application, and all references to it in these Terms and Conditions, shall also include Updates (as defined in Annex A). The Subscription is subject to, and in consideration of, the full payment of the Licensing Fees owed to PFM as described in the Subscription Agreement. 1.1. Access. The Application is only accessible via the Internet. Access is only granted to Authorized Users as described below. 1.2. Web Browser. Customer is solely responsible for observing the then-current minimum web browser requirements that PFM defines from time to time. 2. Services. Subject to these Terms and Conditions, PFM agrees to provide Customer the Services described in Annex B in support of the implementation and ongoing use of the Application. The Services are subject to, and in consideration of, the full payment of the Implementation Fees and Licensing Fees owed to PFM as described in the Subscription Agreement. 3. Cooperation. Customer agrees: (i) to cooperate with PFM in order for PFM to provide Services to Customer; and (ii) to comply with instructions that PFM may provide to Customer in connection with PFM’s provision of Services to Customer, and that the provision of certain Services by PFM may be dependent on Customer providing the foregoing cooperation. PFM shall not be responsible or liable for any delay or failure of performance caused in whole or in part by Customer’s failure to perform its obligations under these Terms and Conditions. 4. Customer Account. 4.1. Authorized Users. A Customer account will be created in connection with Customer’s use of the Application (“Account”). Customer must not allow anyone other than Customer’s authorized users (each an “Authorized User”) to access and use Customer’s Account. Customer acknowledges and agrees: (i) to keep, and ensure that Authorized Users keep, all Credentials (defined below) secure at all times; (ii) to remain solely responsible and liable for the activity that occurs in Customer’s Account, (iii) that the Credentials for each Authorized User may only be used by that Authorized User, and that multiple people may not share the same Credentials; and (iv) to promptly notify PFM in writing if Customer becomes aware of any unauthorized access or use of Customer’s Account, any Credentials or the Application. 4.1.1. Standard Users shall refer to Authorized Users that are granted access to the Presentation Interface of the Application, as described in the Subscription Agreement. 4.1.2. Power Users shall refer to Authorized Users that are granted access to both the Presentation Interface and the Power User Interface of the Application, as described in the Subscription Agreement. 4.2. Credentials. For purposes of these Terms and Conditions, “Credentials” means user identification numbers, passwords, security codes, passphrases, security questions, biometrics, personal identification numbers, or other credentials necessary for Customer and its Authorized Users to access the Application and Services, as established by PFM and its third party vendors from time to time. 4.3. Security Devices. For purposes of these Terms and Conditions, “Security Devices” means Credentials, anti-malware services, out-of-band authentication services, secure tokens and other procedures or technologies required to access a Service, the Application, network or web site. PFM may change the Security Device(s) from time to time. PFM will deliver and/or communicate the Security Device(s) directly to the Permitted Users. DocuSign Envelope ID: BA71619D-5796-4319-85EF-917E1B819551