Data Center Agreement

* Each block of 96 hours of aggregate unavailability thereafter shall be credited 5 days of service fees.

* All Service Credit shall be applied to the next month’s invoice.

3. Use of Services.
   1. Customer represents and warrants that it will not use the Services or otherwise engage in any activities:  that constitute or encourage a violation of any applicable law or regulation, including, but not limited to, the sale of illegal goods, or the violation of export control or obscenity laws; that defame, impersonate, or invade the privacy of any third party or entity; that infringe the rights of any third party, including, but not limited to, the intellectual property, business, contractual, or fiduciary rights of others; that are in any way connected with the transmission of “junk mail,” “spam,” or the unsolicited mass distribution of e-mail, or with any unethical marketing practices; that cause the reselling or transfer for value of any Services; or that removes any copyright ownership information, or falsifies such information, on any files uploaded, downloaded, made publicly available through, or transmitted via Provider’s system.
   2. Provider reserves the right, at any time, to refuse to host or discontinue hosting any Web site or Internet connection which Provider believes, in its sole discretion: offers for sale goods or services, or uses or displays materials, that are illegal, obscene, vulgar, offensive, dangerous, or are otherwise inappropriate; received a significant number of complaints for failing to be reasonably accessible to customers or to timely fulfill customer orders; has become the subject of a government complaint or investigation; has violated or is alleged to have violated any local, state, or federal law or regulation; has violated or is alleged to have violated the rights or interests of any person or entity; impairs or threatens to impair the functionality of servers owned or operated by Provider, or other Web sites hosted or maintained by Provider on its own behalf or for the benefit of other customers; or has violated or threatens to violate this Agreement.
   3. Customer explicitly licenses Provider to make copies of any copyright protected materials necessary to provide the Services to Customer and to make any copies necessary to preserve and maintain Provider’s system and Customer’s files and electronic mail.
   4. Customer explicitly licenses Provider to make copies, without limitation, of any copyrighted materials submitted to a public forum maintained on Provider’s system, or submitted to any forum to which Provider provides access. This clause cannot be modified by either party unless any modification is in writing and signed by both parties.
   5. Unattended Forms. Customer shall not run any programs or software that continually send data over or access Provider’s system, or run any programs or software on Provider’s system unattended, unless such use has been approved in writing by Provider.

4. Equipment.

1. Installation, Operation, and Maintenance of Equipment.  Provider shall install, construct, operate, and maintain all cable, equipment, and other facilities necessary to provide the Services to Customer up to a point of demarcation identified by Provider.  Unless the parties mutually agree otherwise in writing, Customer shall be responsible for the installation, construction, operation, and maintenance of all cable, equipment, software, licensing and other facilities necessary to utilize the Services from and after the point of demarcation.  To the extent necessary, Customer shall, at no cost to Provider, grant to Provider and its agents access, including any necessary or required easement, to Customer’s premises as may be necessary for Provider to install, construct, operate, or maintain any cable, equipment, software, licensing or other facilities, to otherwise provide the Services to Customer.  Except in emergency situations (which shall be determined by Provider, in its reasonable judgment), Provider will obtain approval from Customer (not to be unreasonably withheld or delayed) before entering upon Customer’s premises to engage in any of the foregoing activities.
2. Responsibility for Equipment.  Except as otherwise specified in the Quote, neither party shall be responsible for the maintenance or repair of cable, electronics, structures, equipment, or materials owned by the other party; provided, however, that each party shall be responsible to the other for any damage or harm, including damage caused by environmental conditions at a party’s location, or by the negligence or willful misconduct of the other party.  Customer shall be responsible for maintaining sufficient insurance coverage to cover damage to Customer’s physical property, whether located at Customer’s premises or at Provider’s premises.
3. Title and Control of Facilities.  Title to equipment or facilities owned by Provider and used in any fashion to provide Services shall remain with Provider.  Customer shall keep all such equipment and facilities located on Customer’s premises free and clear of all liens, encumbrances, and security interests, and shall not tamper with or allow the same to be moved or tampered with by any person not authorized by Provider to do so.  Customer shall also keep all such equipment and facilities secure and free from environmental hazards.
4. Access to Equipment and Facilities upon Termination or Expiration of Agreement.  Customer shall grant Provider access to all of Provider’s equipment and other facilities in or about Customer’s premises for purposes of removing the same during the thirty (30) days immediately following the expiration or termination of this Agreement by either party and for any reason.  Such access shall be granted during normal business hours and shall afford Provider sufficient time and opportunity to remove its equipment and other facilities from Customer’s premises.

5. Procurement of Access Rights.  Customer shall, at its expense, procure all necessary rights of way, easements, franchises, licenses, conduit rights, building entrance rights, landlord consents, and other rights and grants of authority which are necessary or desirable for Provider to provide the Services to Customer.
6. Security of Transmitted Information.  When applicable, Customer shall incorporate Secure Socket Layer (“SSL”), or substantially equivalent technology, to transmit sensitive Customer information (such as payment information, credit card information, social security numbers and medical information protected by HIPAA) over the World Wide Web.  Notwithstanding the incorporation of such technology into the Services delivered to Customer, Provider shall not be liable to Customer or any third party for the failure of such technology to maintain the confidentiality of any information transmitted by, from, or to Provider pursuant to this Agreement, or in connection with the Services provided to Customer.
7. Virtual Private Network Security.  Provider’s VPN security shall comply with the following NIST Publications:

https://csrc.nist.gov/pubs/sp/800/52/r2/final

https://csrc.nist.gov/pubs/sp/800/77/r1/final

https://csrc.nist.gov/pubs/sp/800/113/final

8. Customer Responsibility of Hosted Software.

1. General.  “Hosted Software” shall mean any third-party software that is installed on a remote server which users can access and use through the Internet. Customer acknowledges that with respect to the Hosted Software, all the design, development, operation, support and maintenance of the Hosted Software program is Customer’s full financial responsibility.  In addition, any Web site owned or operated by Customer; any telecommunication equipment and software owned or operated by Customer; all computer network hardware and software owned and operated by Customer; and all associated software licensing, services, support, maintenance, upgrades, and renewal costs of all items owned or operated by Customer is Customer’s full financial responsibility.  Customer also acknowledges that in respect to the Hosted Software, Provider’s only responsibility is to provide the Services as outlined in this Agreement.  Customer further acknowledges that no system on the Internet can be guaranteed safe from unauthorized intrusion, and therefore any confidential or other information stored on or transmitted through Provider’s system is stored or transmitted at Customer’s sole risk.
2. Hosted Software Content.  “Hosted Software Content” shall mean any data provided by Customer. Customer represents and warrants that: (i) Customer owns or has sufficient rights in and to Hosted Software and the Hosted Software Content, including without limitation, personal, medical and financial information contained within the Hosted Software content, in order to use, and permit use of, the Hosted Software content as contemplated in this Agreement; and (ii) the Hosted Software Content does not and shall not contain any content, materials, advertising or services that infringe on or violate any applicable law, regulation or right of a third party.  Customer also acknowledges that Hosted Software Content may be stored on servers located within the United States or accessed by Provider’s support personnel in the United States, and hereby authorizes such access and storage.  Provider only provides access to the Hosted Software.  Provider does not operate or control the information, services, opinions or other content of the Internet.  Provider does not monitor and shall have no liability or responsibility whatsoever for the Hosted Software Content or any transmissions or communications transmitted or otherwise disseminated via the  Services.  Customer agrees that it shall make no claim whatsoever against Provider relating to the Hosted Software Content or content of the Internet or respecting any information, product, service or software ordered through or provided via the Internet, and Customer shall indemnify and hold Provider harmless from any and all claims (including claims by governmental entities seeking to impose penal sanctions) related, directly or indirectly, to such Hosted Software Content.
3. Configuration and Support.  Customer shall maintain and update DNS records for all domains, and Customer shall be fully responsible for DNS configuration.  Customer shall provide level 1 support including, but not limited to initial incoming calls and basic level troubleshooting.  Customer shall be responsible for reconfiguring and setting up all mail clients for each individual user account on each computer.
4. Domain Names. In the event that the Quote attached hereto includes the purchase of any domain names, the following shall apply.  Customer’s purchase of domain names shall automatically renew for successive one (1) year terms, subject to any price adjustment, unless Customer provides written notice to Provider of its intent not to automatically renew prior to the expiration of the then current term.  Provider shall have the right to adjust the pricing for each renewal term by providing notice to Customer prior to the expiration of the then current term.
5. Notification. Customer shall notify Provider immediately upon the termination of employment of any Customer employee who has access to any Services under this Agreement.

ARTICLE II

COMPENSATION AND PAYMENT TERMS

1. Compensation to Provider.  As compensation for the Services provided hereunder, Customer shall pay to Provider the rates and other charges identified on the Quote for Services provided or made available to Customer during the period identified on Provider’s invoice to Customer. For monthly or yearly subscription-based licenses or services, Provider shall have the right to increase billed quantities based on Customer’s monthly or yearly consumption, as applicable.  In the event that the attached Quote contains a specific initial term (which shall also include any renewal terms), Customer shall not have the right during such term to reduce any quantities that Customer purchases, if they would fall below the initial quantities listed on the Quote.  Customer may also request an increase to the quantities needed on a monthly basis, and Provider shall have the right to approve or disapprove any such increase.  Any products or services requested by Customer that fall outside of the terms of this Agreement shall be billed separately.
2. Taxes and Other Charges.  There may be added to any charges under the paragraph above, an amount equal to industry-wide surcharges and/or fees and surcharge, duty, levy, tax, or withholding, including, but not limited to, sales, property, excise and use taxes, or any tax in lieu thereof or in addition thereto, imposed by any local, state, or federal government or governmental agency with respect to the Services, or with respect to this Agreement, excepting only taxes on the income of Provider.  Furthermore, service order charges apply to certain Services and Customer will also be charged for those amounts.
3. Payment.  Provider shall render an invoice in accordance with Provider’s usual and customary billing cycle for Services delivered or made available to Customer during each preceding month during the Term.  Customer shall pay each invoice in full within thirty (30) days of the date of each invoice.  Any invoice, whether for this Agreement or any other products or services provided by Provider, remaining unpaid after its due date shall be grounds for Provider to immediately withhold any Services covered by this Agreement or any other products or services, and shall be a default. In the event of a default, Provider shall have the right, prior to providing any notice of default, to accelerate the payment of all amounts owed by Customer, which shall become immediately due and payable without notice or demand.  If Provider brings legal action to collect any amounts owed, Provider shall be entitled to recover all its costs, expenses, disbursements, and attorneys’ fees.

ARTICLE III

TERM AND TERMINATION

1. Term.   This Agreement shall become effective on the later to occur of:  (i) the date first written above; or (ii) the date upon which both parties have executed this Agreement (hereinafter, the “Effective Date” of this Agreement).  With regard to hardware as a service or software as a service, Provider shall utilize commercially reasonable efforts to make such Services available to Customer as soon as possible; and such Services shall be available to Customer, subject to the terms and conditions hereof, for that period commencing on the Effective Date and continuing until termination as described herein.  With regard to any other Services, Provider shall utilize commercially reasonable efforts to make such Services available to Customer as soon as possible; and such Services shall be available to Customer, subject to the terms and conditions hereof, for that period commencing on the date that Provider is able to begin providing such Services to Customer, and continuing until termination as described herein. In the event that the attached Quote contains a specific initial term, Customer shall not have the right to terminate this Agreement during such term. This Agreement shall remain in effect as a month-to-month agreement following the expiration of such term, and either party shall have the right to terminate this Agreement on or after the expiration of such term by providing at least thirty (30) days’ prior written notice to the other party, provided that if the termination date would fall on a day other than the last day of the month, the termination shall be effective as of the last day of that month.  In the event that the attached Quote does not contain a specific initial term, either party shall have the right to terminate this Agreement at any time by providing at least thirty (30) days’ prior written notice to the other party, provided that if the termination date would fall on a day other than the last day of the month, the termination shall be effective as of the last day of that month.
2. Termination for Breach.  In the event of a default by one party, the non-defaulting party may provide written notice of the default and may terminate this Agreement at any time following the expiration of a reasonable opportunity to cure such default; provided that, if the defaulting party has cured the default prior to the expiration of such cure period, this Agreement shall remain in effect.  For purposes of this Agreement, a “reasonable opportunity to cure” shall be ten (10) days for a monetary or payment default and thirty (30) days for a non-monetary or non-payment default. In the event of a subsequent default of any type, the non-defaulting party may immediately terminate this Agreement without any notice or opportunity to cure.  Furthermore, in the event of a default by Customer, Provider may pursue any rights or remedies that are available at law or equity, and Provider shall not be required to provide any additional services of any type, including but not limited to the transferring, providing or copying of any data or administrative access credentials, unless Customer has first paid all amounts owed to Provider and the amount charged by Provider for such additional services.  In the event that this Agreement is terminated due to a default by Customer, Provider shall have no obligation to retain any data provided by Customer.  Provider may delete such data without demand or notice, and Provider shall have no liability for taking such action.
3. Changes in Legislation.  Should any changes in legislation or law require any changes to this Agreement or any Services provided by Provider, Provider reserves the right to make any such changes, as are determined necessary or prudent to be compliant, at Provider’s sole discretion, without giving Customer advanced notice. If such changes are made, Provider shall provide notice of any changes within a reasonable time period.  In event of such changes, Customer may terminate the Services without a required notice period, provided that Customer shall pay for all Services provided through the date of the effective termination.
4. Effect of Termination.  The termination of this Agreement for any cause shall not release either party hereto from any liability which at the time of termination has already accrued to the other party hereto, or which thereafter may accrue with respect to any act or omission prior to termination, or from any obligation which is expressly stated herein to survive termination.  Termination of this Agreement in accordance with its terms shall be without prejudice to any other rights or remedies of the parties.

ARTICLE IV

INDEMNIFICATION AND LIMITATION OF LIABILITY

1. Indemnification.  Customer shall indemnify, defend and hold Provider harmless from any and all damages, claims, actions, investigations, proceedings, losses, costs, and other related expenses (including actual attorneys’ fees) that may arise out of:  (i) any breach of this Agreement by Customer; (ii) any breach of any of the representations or warranties made by Customer in this Agreement; and (iii) any alleged violation of any rights of another, including, but not limited to, Customer’s use of any content, trademark, service mark, trade name, copyrighted or patented material, or other intellectual property of its own or of any third party.  Customer shall also indemnify, defend and hold Provider harmless from any and all damages, claims, actions, investigations, proceedings, losses, costs, and other related expenses (including actual attorneys’ fees) that may relate to or arise out of any violation of the General Data Protection Regulation (GDPR) (EU) 2016/679, as amended from time to time, or any related law, rule, regulation or order, by Customer or its officers, employees, and agents. The indemnification rights are independent of, and in addition to, such rights and remedies as Provider may have at law or in equity or otherwise.
2. LIMITATION OF LIABILITY.

1. IN GENERAL.  EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, PROVIDER SHALL HAVE NO LIABILITY OR RESPONSIBILITY TO CUSTOMER OR TO ANYONE ELSE WITH RESPECT TO ANY LIABILITY, LOSS, OR DAMAGES ARISING OUT OF OR RELATING TO THE OPERATION OR NON-OPERATION OF THE SERVICES.  PROVIDER HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN CONNECTION WITH THIS AGREEMENT OR PROVIDER’S PROVISION OF, OR FAILURE TO PROVIDE, THE SERVICES.
2. NO LIABILITY FOR CONTENT.  THE CONTENT THAT CUSTOMER MAY ACCESS OR DELIVER THROUGH ANY SERVICES IS PROVIDED BY INDEPENDENT CONTENT PROVIDERS, OVER WHICH PROVIDER DOES NOT EXERCISE AND DISCLAIMS ANY CONTROL.  PROVIDER NEITHER PREVIEWS CONTENT NOR EXERCISES EDITORIAL CONTROL, DOES NOT ENDORSE ANY OPINIONS OR INFORMATION ACCESSED THROUGH ANY SERVICE, AND ASSUMES NO RESPONSIBILITY FOR ON-LINE CONTENT.  PROVIDER SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY FOR THE ACCURACY OR QUALITY OF THE INFORMATION OBTAINED IN USING THE SERVICES.
3. DAMAGE, LOSS, OR DESTRUCTION OF SOFTWARE FILES AND/OR DATA.  PROVIDER ASSUMES NO RESPONSIBILITY WHATSOEVER FOR ANY DAMAGE TO OR LOSS OR DESTRUCTION OF ANY OF CUSTOMER’S HARDWARE, SOFTWARE, FILES, DATA, OR PERIPHERALS WHICH MAY RESULT FROM CUSTOMER’S USE OF THE SERVICES, OR FROM THE INSTALLATION, MAINTENANCE, OR REMOVAL OF ANY SERVICE OR RELATED EQUIPMENT OR SOFTWARE.  PROVIDER DOES NOT WARRANT THAT ANY DATA OR FILES SENT BY OR TO CUSTOMER WILL BE TRANSMITTED IN UNCORRUPTED FORM WITHIN ANY PERIOD OF TIME.
4. NO CONSEQUENTIAL DAMAGES.  EXCEPT FOR INDEMNIFICATION REQUIREMENTS, AND EXCEPT FOR DAMAGES RESULTING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, RECKLESSNESS, OR PERSONAL INJURY OR DEATH, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, PUNITIVE OR SPECIAL DAMAGES SUFFERED BY THE OTHER PARTY.
5. MAXIMUM LIABILITY.  NOTWITHSTANDING ANYTHING ELSE CONTAINED HEREIN, THE SOLE AND ENTIRE MAXIMUM LIABILITY OF PROVIDER TO CUSTOMER FOR ANY AND ALL PROVEN LOSS, CLAIM, DAMAGES OR LIABILITY OF ANY KIND (INCLUDING BUT NOT LIMITED TO CONTRACT, TORT OR OTHERWISE) WITH RESPECT TO ALL SERVICES PROVIDED BY PROVIDER AND ANY ACT OR OMISSION OF PROVIDER WILL CONSIST OF A DUTY TO REFUND NOT MORE THAN THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO PROVIDER FOR THE SERVICES UNDER THIS AGREEMENT DURING THE ONE-YEAR PERIOD IMMEDIATELY PRECEDING SUCH LOSS, CLAIM, DAMAGE OR LIABILITY.

ARTICLE V

RENTAL OF EQUIPMENT

In the event that the Quote attached hereto includes the rental of any equipment, the following supplemental terms and conditions shall apply to such rental of equipment.

1. Rental of Equipment. Provider hereby rents to Customer and Customer hereby rents from Provider the equipment described in the Quote attached hereto (the “Equipment”) for the rental amount and on the terms set forth in this Agreement.  This is a rental only and Customer will have no right, title or interest in or to the Equipment except for the use of the Equipment as described in this Agreement.  This shall be treated as a true rental for federal and applicable state income tax purposes with Provider having all benefits of ownership of the Equipment.  Provider shall have the right to file a Uniform Commercial Code Financing Statement for this Agreement, at Customer’s expense.
2. Term. This Equipment rental, unless terminated earlier in accordance with the terms of this Agreement, shall continue for the term listed in the Quote.  Notwithstanding Article III.A., the Equipment rental shall not extend beyond the expiration of the term listed in the Quote.
3. Rental. Customer shall pay Provider monthly rental and other payments according to the Quote.  Customer shall pay all costs, expenses, fees, charges, and taxes (other than federal and state income taxes on the income of Provider) incurred in connection with the registration, delivery, use or operation of Equipment during the term.
4. Delivery. If Provider is not retaining the Equipment at Provider’s premises, Customer shall be responsible for all costs of shipping the Equipment to Customer’s premises, installation, and set up, and all costs of shipping the Equipment back to Provider upon termination or expiration of the term.
5. Location. If Provider is not retaining the Equipment at Provider’s premises, Customer shall keep the Equipment in Customer’s possession and control at Customer’s premises or such other location as Provider may consent in writing.  Upon request, Customer will advise Provider as to the exact location of the Equipment.  Provider may inspect the Equipment during normal business hours, and Customer shall provide Provider access for such purpose.
6. Operation. Customer will operate the Equipment carefully and properly in compliance with all applicable governmental, insurance and manufacturer’s warranty requirements and all manufacturer’s instructions.
7. Alterations. Customer shall not make any alterations, additions or improvements to any Equipment which detract from its economic value or functional utility.
8. Maintenance. Customer shall, at its expense (i) maintain the Equipment in good condition, and repair, in accordance with all manufacturer’s instructions and warranty requirements and all legal requirements, and keep the Equipment free from any ransomware, malware, spyware, viruses and similar devices, and (ii) furnish all labor, materials, parts and other essentials required for the proper operation and maintenance of the Equipment.
9. Surrender of Equipment. Upon the termination or expiration of the term, Customer shall surrender the Equipment to Provider by delivering the Equipment to Provider in good condition and working order, ordinary wear and tear excepted, as it was at the commencement of the Agreement.
10. Risk of Loss. Customer assumes and agrees to bear the entire risk of loss of, theft of, damage to or destruction of any Equipment from any cause whatsoever (“Casualty Occurrence”).  In the event of a Casualty Occurrence to any Equipment, Customer shall give Provider prompt notice of the Casualty Occurrence and thereafter will place the applicable Equipment in good repair, condition and working order; provided, however, that if the applicable Equipment is determined by Provider to be lost, stolen, destroyed  or damaged beyond repair, Customer agrees to pay Provider no later than the date thirty (30) days after the date of the Casualty Occurrence all amounts owed.  Upon such payment, this Agreement will terminate with respect to such Equipment.
11. Insurance. Customer shall procure and continuously maintain all risk insurance against loss or damage to the Equipment from any cause whatsoever for not less than the full replacement value, naming Provider as loss payee.  Such insurance must be in a form and with companies approved by Provider, must provide at least thirty (30) days advance written notice to Provider of cancellation, change or modification in any term, condition, or amount of protection provided therein, must provide full breach of warranty protection and must provide that the coverage is “primary coverage.”  Customer shall provide Provider with an original policy or certificate evidencing such insurance.
12. Customer shall indemnify, defend and hold Provider harmless from any and all damages, claims, actions, investigations, proceedings, losses, costs, and other related expenses (including actual attorneys’ fees) that may arise out of any loss, damage, theft or destruction of any Equipment, or that may arise out of the use, operation or condition of any Equipment.
13. Additional Remedies. Upon the occurrence of a default by Customer as described in Article III.B., Provider shall also have the right to exercise concurrently or separately (and without any election of remedies being deemed made), the following additional remedies:  (a) Provider may demand and receive immediate possession of any or all of the Equipment from Customer, without releasing Customer from its obligations under this Agreement; if Customer fails to surrender possession of the Equipment to Provider on default (or termination or expiration of the term), Provider shall have the right to enter upon any premises where the Equipment may be located and to remove and repossess the Equipment; (b) Provider may enforce performance by Customer of its obligations under this Agreement; (c) Provider may recover damages and expenses sustained by Provider by reason of Customer’s default including all costs, expenses, and attorneys’ fees; (d) upon written notice to Customer, Provider may terminate Customer’s rights with regard to the Equipment.  The remedies set forth in this section are in addition to any other remedy provided in this Agreement or any other remedy provided by law or in equity.
14. Transfer. Customer will not sell, lease, transfer an interest in or allow a lien against the Equipment or transfer any obligation under this Agreement.
15. Warranty. All Equipment and parts provided by Provider are provided on an “as is” and “as available” basis.  Provider has not, and does not, make any warranties, whether express or implied.  This disclaimer of warranties includes the warranties of fitness for a particular purpose, warranties of merchantability or warranties of title.

ARTICLE VI

MISCELLANEOUS

1. Notices.  Any notice or other communication hereunder shall be in writing and shall be deemed to have been duly given (a) upon receipt (or refusal of receipt) if delivered personally, (b) when sent by electronic mail or facsimile transmission, (c) when sent by overnight courier service, (d) when mailed by first class mail, postage prepaid, or (e) when mailed by certified or registered mail, return receipt requested, with postage prepaid to the parties at the following addresses, or to such other address as a party may designate in writing :

If to Provider:

Heartland Business Systems, LLC
Attention:  Legal Department
1700 Stephen Street
Little Chute, WI  54140-0347

If to Customer:
Address Specified in Quote

2.    Survival.  All representations, warranties, covenants, conditions, and agreements contained herein which either are expressed as surviving the expiration or termination of this Agreement or, by their nature, are to be performed or observed, in whole or in part, after the termination or expiration of this Agreement shall survive the termination or expiration of this Agreement.
3. Licenses.  Customer hereby grants any permissions or licenses (including but not limited to copyright licenses), as may be required, and within Customer’s power to grant, to Provider in order to provide the Services to Customer, or as may be required for Provider to operate for Customer’s benefit.
4. System and Service Modifications.  The Services are subject to change and limitation at Provider’s discretion, as is any month-to-month pricing schedule or pricing schedule not under contract.  Provider will notify Customer of any changes, unless the change is determined by Provider to be necessary to preserve proper security or functioning of Provider’s system.  If Customer objects to any change in service, unless the change is one Provider has determined is necessary for security purposes or to maintain proper operation of Provider’s system, Customer will be entitled to cancel only the specific Service affected by said change or modification.  Customer’s continued use of the Services after the effective date of such modified general terms and conditions, policies, or changes in the Services shall constitute Customer’s acceptance of such modified terms.
5. SPLA Terms. In the event that the Services provided to Customer include any Microsoft SPLA licensing, Customer shall also be bound by the Microsoft SPLA terms located at https://www.hbs.net/End-User-Agreements, which are incorporated herein by reference.  Provider shall have the right at any time to audit Customer’s rental licensing and hosted system for Microsoft SPLA or any other vendors related to this Agreement.
6. Avanan Terms. In the event that the Services provided to Customer include any Avanan, Inc., a Check Point Software Technologies company, products or services, Customer shall also be bound by the Avanan Terms of Service located at https://www.avanan.com/avanan-terms-of-service, which are incorporated herein by reference.
7. Veeam Software Product Terms. In the event that the Services provided to Customer include any Veeam Software Products, Customer shall also be bound by the End User License Agreement located at www.veeam.com/eula.html, which is incorporated herein by reference.
8. Veeam Data Cloud Terms. In the event that the Services provided to Customer include any Veeam Data Cloud services, Customer shall also be bound by the Terms for Veeam Data Cloud Vault Service Agreement located at https://www.veeam.com/legal/veeam-data-cloud-vault-service-agreement.html, which are incorporated herein by reference.
9. Out of Scope. Any work or material not specifically identified in this document or the attached Quote is not included in this Agreement.