- Subscription Services.
Certent will provide User with the Subscription Services. “Subscription Services” means (i) granting to User the right to access and use the Disclosure Management Solution listed on any purchase order, subscription order or other order form (collectively, “Order”) for User’s internal business purposes only, (ii) hosting the Disclosure Management Solution, and (iii) maintaining and supporting the Disclosure Management Solution.
- Use of Services
Certent will (i) provide the Subscription Services, (ii) periodically update the Subscription Services and respond to reported problems, (iii) implement appropriate security measures designed to protect User’s User Data, and (iv) comply with applicable laws and government regulations. “User Data” means the information and data the User submits or uses in connection with the Subscription Services or includes in or uses for support of User’s filings with the Securities and Exchange Commission (“SEC”).
The total number of employees and contractors of User that may access and use the Disclosure Management Solution during the Term shall not exceed the number of users set forth on an Order. In addition, User shall not: (i) submit, send or store any information through the Disclosure Management Solution other than User Data; (ii) submit to the Disclosure Management Solution any computer viruses, trojan horses, time bombs, cancel bots or other computer programming routines intended to detrimentally interfere with the Disclosure Management Solution (each, a “Virus”), (iii) take any action or omit to act in any way that would interfere with or disrupt the integrity or performance of the Disclosure Management Solution, or adversely affect Certent’s right, title or interest in or to the Disclosure Management Solution, (iv) attempt to gain unauthorized access to the Disclosure Management Solution or make the Subscription Services available to anyone other than User’s authorized users, (v) sell, rent, lease, sublicense, distribute, transfer, copy, reproduce, display, modify, or timeshare the Disclosure Management Solution or any portion thereof, or (vi) prepare any derivative work based on the Disclosure Management Solution or any associated documentation, or decompose, decode or otherwise reverse engineer any other Certent technology.
- Subscription Fee:
Access to the Disclosure Management Solution is subject to payment of a fee, either to Certent or a Certent authorized reseller. Certent may suspend or terminate User’s right to access and use the Disclosure Management Solution or other Subscription Services when any payment is overdue by providing thirty (30) days advance written notice. User is responsible for the payment of all applicable taxes and duties, including, without limitation, sales, use, excise, value-added, and franchise taxes, associated with its use of the Subscription Services.
- Proprietary Rights.
In the event that User provides Certent with any comments, suggestions or other feedback with respect to the Disclosure Management Solution, Certent has the right, but not the obligation, to use such feedback in any way without restriction or obligation to User. Certent shall be the exclusive owner of, and shall be free to use for any purpose, any ideas, concepts, know-how, or techniques resulting from the feedback, including, without limitation, any modifications or enhancements to the Disclosure Management Solution or other Subscription Services.
- Confidentiality and Data Security Obligations.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PARTIES MAKE NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, AND ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND MERCHANTABILITY.
- Mutual Indemnification.
User shall indemnify, defend and hold harmless Certent and its officers, directors, employees and representatives from and against any and all claims made or threatened by any third party and all related Damages, to the extent such Damages arise out of or relate to (i) the User Data, or (ii) any unlawful financial trading or violations of applicable securities laws, except to the extent caused by the improper acts or omissions of Certent.
A party seeking indemnity (the “Indemnified Party”) shall give the other party (the “Indemnifying Party”) prompt notice of any such claim made against it for which it is entitled to indemnity hereunder, and shall cooperate with Indemnifying Party in the defense of any such claim, suit or proceeding, including appeals, negotiations and any settlement or compromise thereof, provided that the Indemnifying Party shall control the defense, negotiations and settlement or comprise thereof, except the Indemnifying Party shall not enter into any settlement or compromise which admits the fault of, or necessitates payment by, the Indemnified Party without the consent of the Indemnified Party.
- Limitation of Liability.
- Term and Termination.
Certent will provide the Subscription Services commencing on the date You first accessed the Disclosure Management Solution and continue for so long as User pays the applicable fees unless terminated earlier in accordance with this Section (“Term”).
- General Terms.