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<br />Rev. 24.10.18 – Annex C – Terms and Conditions
<br />4.4. Unique Credentials. PFM will assign each Customer and each Authorized User unique Credentials,
<br />which must be used when accessing the Application and Services. Authorized Users shall use only
<br />their own assigned Credentials when requesting Services and to access the Application.
<br />4.5. Reliance by PFM. PFM SHALL BE ENTITLED TO RELY, WITHOUT INVESTIGATION, UPON THE
<br />AUTHENTICITY OF ANY WRITTEN OR ORAL INSTRUCTION, INCLUDING ANY WRITTEN OR
<br />ELECTRONIC SIGNATURE OR USE OF CREDENTIALS BELIEVED BY PFM IN GOOD FAITH TO
<br />BE AUTHENTIC AND MADE OR GIVEN BY ANYONE PURPORTING TO ACT ON BEHALF OF
<br />CUSTOMERS OR AUTHORIZED USERS.
<br />5. Restrictions on Use. Customer shall only access the Application via the PFM designated web portal and
<br />in connection with Customer’s Account. Customer must not, and shall not allow any Authorized User or
<br />third party to: (i) circumvent, disable or otherwise interfere with security-related features of the
<br />Application or features that enforce limitations on use of the Application; (ii) violate or abuse password
<br />protections governing access to the Application; (iii) allow any third party to use the Application; (iv) sell,
<br />rent, lease, license or timeshare the Application or use it in any service bureau arrangement; (v) copy,
<br />modify, reverse engineer, decompile, disassemble or derive, or attempt to derive, the source code of,
<br />the Application or any components thereof; (vi) use the Application to develop a competing service or
<br />product or, directly or indirectly, assist any other individual or entity in developing a competing service
<br />or product; (vii) use any automated means to access the Application; (viii) take any action that imposes
<br />or may impose, at PFM's sole discretion, a disproportionately large load on the PFM infrastructure; (ix)
<br />interfere or attempt to interfere with the integrity or proper working of the Application; (x) remove, deface,
<br />obscure, or alter PFM’s, or any third party’s, copyright notices, trademarks, or other proprietary rights
<br />affixed to or provided as part of the Application, or use or display logos of the Application differing from
<br />those of PFM; and/or (xi) use the Application in any unlawful manner or in breach of the Agreement.
<br />Customer agrees and acknowledges that a violation of this Section is a material breach of the
<br />Agreement and that if Customer provides access to the Application to an unauthorized third party, or
<br />uses the Application primarily for the benefit of an unauthorized third party, then Customer shall be liable
<br />for the payment of an Implementation Fee and Licensing Fee for each such unauthorized third party, in
<br />addition to any other remedies available to PFM pursuant to these Terms and Conditions.
<br />6. Customer Data.
<br />6.1. Customer Data. During the Term, Customer will provide, upload, import, transmit, post, or make
<br />accessible to PFM certain data, including financial statements, general ledger information, budget
<br />information, and all other data and assumptions required for Customer to use the Application and
<br />Services ("Customer Data").
<br />6.2. License. Customer grants PFM a non-exclusive license to use, process, display, copy and store
<br />the Customer Data in order to provide the Application and Services to Customer.
<br />6.3. Ownership; Responsibility. The intellectual property and all other rights, title and interest of any
<br />nature in and to the Customer Data are and shall remain the exclusive property of Customer and
<br />its licensors. Except as expressly set forth herein, nothing herein shall be construed as
<br />transferring any rights, title or interests to PFM or any third party. Customer represents and
<br />warrants that: (i) Customer has the right to provide PFM the license granted herein to use such
<br />Customer Data in accordance with these Terms and Conditions; and (ii) the Customer Data does
<br />not infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary
<br />or privacy or publicity rights of any third party. Customer shall remain solely responsible and liable
<br />for the Customer Data and expressly releases PFM from any and all liability arising from PFM’s
<br />use of the Customer Data as permitted herein.
<br />6.4. Security. During the Term, PFM agrees to implement reasonable security measures to protect
<br />Customer Data in accordance with applicable industry standards.
<br />6.5. Backup. During the Term, PFM will routinely backup Customer Data, however the Application does
<br />not operate as an archive or file storage service. Customer is and shall remain solely responsible
<br />for maintaining redundant archives of the Customer Data. Customer acknowledges that PFM has
<br />no obligation or liability for any loss, alteration, destruction, damage, corruption or recovery of
<br />Customer Data.
<br />7. Title. The intellectual property and all other rights, title and interest of any nature in and to the
<br />Application, and any related content, Documentation (as defined in Annex A) and Services provided or
<br />made available by PFM hereunder, including all Updates, are and shall remain the exclusive property
<br />of PFM and its licensors. Except as expressly set forth herein, nothing in these Terms and Conditions
<br />DocuSign Envelope ID: BA71619D-5796-4319-85EF-917E1B819551
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