Kittitas Harris SLS Agreement v1_Final

Home Browse Search

CONFIDENTIAL Cayenta Software and Subscription Agreement 2024-01-11 Page 10 of 41 5.2 Authorized User Acceptance Criteria. Harris reserves the right to have additional Authorized User acceptance criteria that may be applied to Authorized Users prior to their ability to have access to the Cayenta Offerings. Harris shall inform Organization of such criteria, but Harris shall be free to implement such criteria at any time without prior written notice to the Organization and/or to Authorized Users. Where Authorized Users do not accept such and/or agree to such criteria, Harris reserves its rights to not grant to such Authorized Users access to the Cayenta Offerings. Harris reserves its rights to restrict Authorized User access to the Cayenta Offerings for any violation of any additional terms and conditions to which such Authorized Users agree to access the Cayenta Offerings. ARTICLE VI THIRD-PARTY PRODUCTS 6.1 Availability. Organization acknowledges that in order to provide the Cayenta Offerings, Harris may be required to purchase, license or subscribe to Third-Party Products. Organization further acknowledges that the availability of such Third-Party Products is based solely on the best information available to Harris and its service providers as of the Effective Date including third party representations and government regulations and is subject to change during the Term with little or no advance notice. If any necessary Third-Party Products are determined by Harris to be unavailable as a result of changes to availability, governmental regulations or other condition or circumstance outside of Harris’s control, then (i) Harris shall not be in breach hereof or otherwise liable for any failure or inability to provide the Cayenta Offerings as a result of such unavailability of any Third-Party Products; and (ii) Harris may in its sole discretion modify, change or replace the applicable Third-Party Products and otherwise attempt to mitigate the impact of the such unavailability of Third-Party Products, subject to Organization’s right to terminate set out in Section 12.6. ARTICLE VII ORGANIZATION RESPONSIBILITIES 7.1 Cooperation by Organization. Organization acknowledges that the success and timeliness related to access to the Cayenta Offerings and the Support Services, shall require the active participation and collaboration of Organization and its staff and agrees to act reasonably and co- operate fully with Harris as required. 7.2 Organization Equipment. Organization agrees that it shall be responsible, at its sole expense, for providing all Internet access, including but not limited to obtaining, installing and maintaining all equipment, hardware, network, Internet or direct telecommunications connections and software applications, including web browsers, at Organization’s facilities required for Authorized Users to access and use the Cayenta Offerings. Harris shall not be responsible for the operation of any Internet, network or other communication services. Organization further acknowledges that access to and the operation of the Cloud Services requires Organization’s and Authorized Users’ hardware to be of sufficient quality, condition and repair, and Organization agrees to ensure that Authorized Users maintain their applicable hardware in the appropriate quality, condition and repair at its sole cost and expense. These requirements may also be necessary in order to facilitate the achievement of completion of any Support Services. 7.3 Passwords. Organization agrees to comply with all Harris security policies and procedures as provided to it and amended from time to time. Organization and its Authorized Users shall be