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REV: 06-05-2023 MI
<br />SECTION III: ACCOUNTS, USE OF THE SERVICES
<br />3.1.Online Accounts. Customer shall be given the opportunity to register via an online registration form to create an account, (hereinafter Customer’s “Account,”)
<br />that will allow Customer and Customer’s Authorized Users to receive information from Service Provider and/or to participate in certain features of the Services. Service
<br />Provider will use the information Customer provides in accordance with Service Provider’s Data Protection and Privacy Policy Statement, attached hereto. Customer
<br />represents and warrants that all information Customer provides on the registration form is current, complete and accurate to the best of Customer’s knowledge. Customer
<br />agrees to maintain and promptly update Customer’s registration information so that it remains current, complete and accurate. During the registration process, Customer
<br />may be required to choose a password. Customer acknowledges and agrees that Service Provider may rely on this password to identify Customer. Customer is
<br />responsible for all use of Customer’s Account as well as any action taken thereunder by an Authorized User, regardless of whether Customer authorized such access
<br />or use, and for ensuring that all use of Customer’s Account complies fully with the provisions of these Terms of Service.
<br />3.2.Multiple Accounts, Transfer Prohibited. Customer shall not have more than one (1) Account and shall not sell, trade or transfer that Account to any other
<br />person or entity.
<br />3.3.Right to Monitor. Service Provider shall have the right to monitor Customer’s Account in Service Provider’s sole and exclusive discretion.
<br />3.4.Customer Responsibilities. Customer shall ensure that any of Customer's Web sites are compatible with the Service Provider’s tools. If Customer is using
<br />an AJAX application, the AJAX application must be designed to allow a crawler to access its content. Customer must use a current version of a major internet browser
<br />(e.g. Firefox, Chrome, Safari, Internet Explorer, Edge or some similar, well-known browser.) Regardless of the Web browser or coding language used, Customer shall
<br />ensure that the Service Provider’s crawler is not blocked by any of the Customer’s technology.
<br />3.5.Data Confidentiality. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business,
<br />technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary
<br />Information of Service Provider includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer
<br />includes non-public data provided by Customer to Service Provider to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take
<br />reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance or development of the Services or as otherwise permitted
<br />herein or in the Service Provider’s Data Protection and Privacy Policy Statement, attached hereto) or divulge to any third person any such Proprietary Information,
<br />unless required by law. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure
<br />thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to
<br />receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary
<br />Information of the Disclosing Party or (e) is required to be disclosed by law. Customer shall own all right, title and interest in and to the Customer Data. Service Provider
<br />shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software,
<br />applications, inventions or other technology developed in connection with the Services, Customer feedback or technical support, except for any pre-existing
<br />intellectual property rights owned by Customer and (c) all intellectual property rights related to any of the foregoing. Nothing in this provision shall be read to require
<br />Customer to provide any feedback. Notwithstanding anything to the contrary, Service Provider shall have the right to collect and analyze data and other information
<br />relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information
<br />concerning Customer Data and data derived therefrom), and Service Provider will be free (during and after the term hereof) to use such information and data to improve
<br />and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Service Provider offerings. No rights
<br />or licenses are granted except as expressly set forth herein.
<br />3.6.Service Levels. The Services shall be available Ninety-Nine Percent (99.0%) of the time, measured monthly, excluding holidays and weekends and
<br />scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance.
<br />Further, any downtime resulting from outages of third party connections or utilities or other reasons beyond Service Provider’s control will also be excluded from any
<br />such calculation. Customer's sole and exclusive remedy, and Service Provider's entire liability, in connection with Service availability shall be that for each period of
<br />downtime lasting longer than one hour, Service Provider will credit Customer Five Percent (5%) of the service fees for each period of sixty (60) or more consecutive
<br />minutes of downtime; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as Customer (with notice to Service
<br />Provider) recognizes that downtime is taking place, and continues until the availability of the Services is restored. In order to receive downtime credit, Customer must
<br />notify Service Provider in writing within three (3) business days from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime
<br />credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of service fees in any one
<br />(1) calendar month in any event. Service Provider will only apply a credit to the month in which the incident occurred. Service Provider’s blocking of data communications
<br />or other Service in accordance with its policies shall not be deemed to be a failure of Service Provider to provide adequate service levels under this Agreement.
<br />SECTION IV: FEES; TERMS OF PAYMENT; REFUNDS
<br />4.1.Service Fee. Subject to the terms of the Order Form together with any trial offer set forth thereon, Customer must pay the service fee and any additional
<br />add-on service fee each year during the Term in advance. Payment of the first (1st) service fee shall be due and owing as set forth in Section 4.3 of this Agreement.
<br />Service Provider reserves the right to change the service fee, or any other applicable fees and charges and to institute new charges and service fees at the end of the
<br />Initial Term or then current renewal term, upon thirty (30) calendar days’ prior notice to Customer (which may be sent by email).
<br />4.2.Invoicing. All service fees as set forth herein shall be pre-paid, in full, on a monthly, annual or per-Term basis, (the “Billing Cycle,”) as set forth on the Order
<br />Form, on the first (1st) day of the Billing Cycle, where the first (1st) day of the first (1st) Billing Cycle shall be the Effective Date set forth in the Software as a Service
<br />Agreement entered into by and between the parties. Payment shall be due and owing, in full, within thirty (30) calendar days of the Billing Date.
<br />4.3.Form of Payment. Payment shall be made by Automated Clearing House (“ACH”) or wire transfer, check, or recurring credit/debit card payment. A W9 form
<br />is available upon request.
<br />4.4.Taxes. Customer is not responsible to collect or withhold any such taxes, including income tax withholding and social security contributions, for Service
<br />Provider as a result of Customer’s payment of any and all fees. Any and all taxes, interest, or penalties, including any federal, state, or local withholding or employment
<br />taxes, imposed, assessed, or levied as a result of these Terms shall be paid or withheld by Service Provider. To the extent such taxes apply to Customer, Customer is
<br />responsible for any applicable taxes, including, without limitation, any sales, use, levies, duties, or any value added or similar taxes payable with respect to Customer's
<br />subscription and assessable by any local, state, provincial, federal, or foreign jurisdiction. Unless expressly specified otherwise in the Order Form, all fees, rates, and
<br />estimates exclude sales taxes and/or any indirect taxes including, but not limited to, VAT/GST/JCT. If Monsido believes any such tax applies to Customer's subscription
<br />and Monsido has a duty to collect and remit such tax, the same may be set forth on an invoice to Customer unless Customer provides Monsido with a valid tax
<br />exemption certificate, direct pay permit, or multi-state use certificate, and shall be paid by Customer immediately or as provided in such invoice. Customer shall
<br />indemnify, defend, and hold harmless Monsido and its officers, directors, employees, shareholders, agents, partners, successors, and permitted assigns against any
<br />and all actual or threatened claims, actions, or proceedings of any taxing authority arising from or related to the failure to pay taxes owed by Customer, except to the
<br />extent that any such claims, action, or proceeding is directly caused by a failure of Monsido to remit amounts collected for such purpose from Customer. Monsido is
<br />solely responsible for taxes based upon Monsido's net income, assets, payroll, property, and employees.
<br />4.5.Suspension of Services. In the event a balance remains unpaid by Customer thirty-one (31) calendar days following the first (1st) day of the Billing Cycle
<br />for the Fees set forth above, Customer agrees and acknowledges that the Services shall be automatically suspended, without notice, until such payments are made,
<br />in arrears. Where permitted by law, unpaid amounts are subject to a finance charge of One-and-a-Half Percent (1.5%) per month on any outstanding balance, or the
<br />maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service.
<br />ATTY/AGR.2023.121/Monsido (Web Governance Platform) (Page 4 of 18)
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