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S-DRIVE SERVICES AGREEMENT This SaaS Services Agreement (“Agreement”) is made and entered into on this by and between CyanGate LLC, a Virginia Corporation with a place of business at 8593 Concord Hills Circle, Cincinnati, Ohio 45243 (“Company”), and the Customer listed in the SaaS Services Order Form above (“Customer,” “you,” or “your”) (each a “Party” and collectively the “Parties”). This Agreement includes warranty disclaimers, liability limitations and use limitations.  

SAAS SERVICES Company Services. The services that Company provides Customer under this Agreement (“Services”) enable Authorized Users (defined below) to manage documents (“Files”). in CRM system and store the same documents in Amazon Web Services platform. Subject to this Agreement, Company grants Customer a non-exclusive, non-transferable license, during the term of this Agreement, to access and use the Services solely for its internal business purposes. Subject to this Agreement, Company will use commercially reasonable efforts to provide Customer the Services in accordance with this Agreement. 

  1. Company Software. Company’s Website or a third-party location may also make software and associated documentation available for download (“Software”). You shall not use, download or install any Software unless you agree to the terms of this Agreement. At no time will Company provide you with any tangible copy of our Software. Company shall deliver access to the Software via electronic transfer or download and shall not use or deliver any tangible media in connection with the (a) delivery, installation, updating or problem resolution of any Software (including any new releases); or (b) delivery, correction or updating of documentation. For the purposes of this section tangible media shall include, but not be limited to, any tape disk, compact disk, card, flash drive, or any other comparable physical medium. Unless this Agreement expressly allows otherwise, any copying or redistribution of the Software is prohibited, including any copying or redistribution of the Software to any other server or location, or redistribution or use on a service bureau basis. If there is any conflict between this Agreement and the license agreement that accompanies the Software, that license agreement shall take precedence in relation to that Software (except as provided in the following sentence). If the Software is a pre-release version, then, notwithstanding anything to the contrary included within an accompanying license agreement, you are not permitted to use or otherwise rely on the Software for any commercial or production purposes. If no license agreement accompanies use of the Software, use of the Software will be governed by this Agreement. Subject to your compliance with this Agreement, Company grants you a non-assignable, non-transferable, non-sublicensable, revocable non-exclusive license to use the Software for the sole purpose of enabling you to use the Services in the manner permitted by this Agreement. Some Software may be offered under an open source license that we will make available to you. There may be provisions in the open source license that expressly override some of these terms. 
  2. Company Ownership. As between Company and Customer, the Services and Software and all content therein (excluding Customer Content) (collectively, the “Company Properties”) and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of Company and its suppliers. All rights in and to Company Properties not expressly granted to you in this Agreement are reserved by Company and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to you regarding Company Properties or any part thereof, including any right to obtain possession of any source code, data or other technical material related to the Software. 
  3. Customer Ownership. Company acknowledges and agrees that Customer is, as between Company and Customer, the owner of the content, information, files, projects and other data uploaded by Customer to the Service or Software (collectively, “Customer Content”). In order to enable Company to provide the Services to the Customer, Customer hereby grants Company a non-exclusive, worldwide, royalty-free and fully paid license to use the Customer Content as necessary for purposes of providing the Services; provided that Company may use information related to Customer’s Files on an aggregated and anonymized basis, including data pertaining to types of Files. 
  4. Use Restrictions. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any Software; modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. 
  5. Required Equipment. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment by any person or entity other than Company, with or without Customer’s knowledge or consent. 
  6. Export Compliance. Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. 
  7. Administrative User. As part of the registration process, Customer will identify an administrative username and password for Customer’s Company Amazon AWS account as well as the S-Drive payment portal account. 
  8. Authorized Users. For purposes of this Agreement, “Authorized User” means any individual who is Customer’s employee or such other person or entity that has been authorized to access the Service pursuant to Customer’s rights under this Agreement, through the purchase of a user seat at CRM. Customer may permit any Authorized Users to access and use the features and functions of the Service as contemplated by this Agreement. Upon written acceptance by Company, Company shall make the Service(s) available to the additional Authorized Users. 
  9. To access certain features of the Service and Software, Customer’s (“CRM”) Administrator must authorize access to users (“Accounts”). In registering for the Services, each Authorized User agrees to: (1) provide true, accurate, current and complete information about himself or herself as prompted by the CRM’s registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. Customer is responsible for all activities that occur under Customer’s Authorized Users’ Accounts. Customer shall ensure Authorized Users do not share their Account or password with anyone, and Customer agrees to: (1) notify Company immediately of any unauthorized use of a password or any other breach of security; and (2) require Authorized Users to exit from their Account at the end of each session. If Customer or Customer’s Authorized Users provide any information that is untrue, inaccurate, not current or incomplete, or Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate an Account and refuse any and all current or future use of the Website, Software and Services (or any portion thereof). 
  10. Confidential Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Service Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information five (5) years after the termination or expiration of the Agreement or any information that the Receiving Party can document: (a) is or becomes generally available to the public, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law. 
  11. Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning  Service Data and data derived therefrom), and Company will be free (during and after the term hereof), but at all times in accordance with Company Privacy Policy, to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein. Notwithstanding the forgoing, the Company shall not disclose Service Data in any form or manner which violates any Data Privacy Law of any state, territory or country. 
  12. Customer will pay Company the then applicable fees described in the SaaS Services Order Form in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the terms set forth on the SaaS Services Order Form or otherwise requires the payment of additional fees (per this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term (as defined in the SaaS Services Order Form) or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department. 
  13. Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company forty-five (45) days after the mailing date of the invoice. Unpaid undisputed amounts may be subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Services. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income. 
  14. Sales Taxes. Company’s fees are net of any applicable Sales Tax. If any Services or Software, or payments for any Services or Software, under this Agreement are subject to Sales Tax in any jurisdiction, such taxes will be included on the invoice. If  you have not remitted the applicable Sales Tax to Company, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Company for any liability or expense Company may incur in connection with such Sales Taxes. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this Section 6.3, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that Company is permitted to pass to its customers, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax. 
  15. Free Trials and Other Promotions. Any free trial or other promotion that provides access to the Services must be used within the specified time of the trial. At the end of the trial period, your use of that Service will expire and any further use of the Service is prohibited unless you pay the applicable subscription fee. If you are inadvertently charged for a subscription, please contact Company to have the charges reversed. 
  16. TERM AND TERMINATION Term. Unless sooner terminated as provided in this Section 7, this Agreement (i) will begin on the Effective Date and remain in effect so long as there is an active Order Form.. 
  17. Either Party may terminate this Agreement if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after the date that it receives written notice of such breach. A material breach shall include, without limitation, a failure to make a full and timely payment, or a performance of any of the acts contemplated in Section 3a. 
  18. Termination for Convenience. Customer may terminate this Agreement for convenience within sixty (60) days from the Effective Date. 
  19. Effect of Termination. Upon expiration or termination of this Agreement, Customer (including all Authorized Users) shall promptly discontinue use of the Services, and Company and Customer shall, in good faith, mutually agree upon the method to export any Customer Content and Services Data to Customer. Customer will be charged for the Services up to and including the last day on which the Services are rendered, with any outstanding prepaid amount refunded to the Customer. Termination within sixty (60) days from the Effective Date will be refunded the full value of the Agreement. All sections of this Agreement, which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. 
  20. WARRANTY AND DISCLAIMER Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 
    1. Each party the (“Indemnifying Party”) shall hold the other party, and said party’s successors, assigns, shareholders, directors, and officers (the “Indemnified Parties”) harmless from and against all liabilities, damages, penalties, settlements, judgments, orders, losses, costs, charges, attorneys’ fees, and other expenses related to third party claims resulting from: if the Indemnifying Party is the Company, (i) the Services infringing any patent or any copyright or misappropriation of any trade secret; (ii) Company’s breach Section 5 (Confidentiality; Proprietary Rights); or (iii) violation of any Data Privacy Law of any state, territory, or country; and if the Indemnifying Party is the Customer, (w) the Customer Content and Service Data infringing any United States patent or any copyright or misappropriation of any trade secret; (x) the Customer’s breach Section 5 (Confidentiality; Proprietary Rights); (y) violation of any Data Privacy Law of any state, territory, or country; or (z) the Indemnifying Party’s use of the Services. The foregoing indemnification is conditioned upon the Indemnified Parties promptly notifying the Indemnifying Party of any and all threats, claims, and proceedings related thereto, and giving the indemnifying party all reasonable assistance and the opportunity to assume sole control over defense and settlement. However, no settlement that involves an admission of guilt or a non-monetary remedy shall be made without the indemnified party’s consent, which shall not be unreasonably withheld. The Indemnifying Party shall not be responsible for any settlement it does not approve of in writing. 
    2. The indemnification obligations in Section 9a do not apply with respect to portions or components of the Services: (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination and would not have occurred but for such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Services is not in accordance with this Agreement or written instructions provided by Company. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Services, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Services. 
  23. If Company becomes aware of any possible violations by Customer of this Agreement, Company reserves the right to investigate such violations. If, as a result of the investigation, Company believes that criminal activity has occurred, Company reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Company is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Company Properties, including Customer Content, in Company’s possession in connection with your use of the Company Properties, to (1) comply with applicable laws, legal process or governmental request; (2) enforce this Agreement, (3) respond to any claims that Customer Content violates the rights of third parties, (4) respond to your requests for customer service, or (5) protect the rights, property or personal safety of Company, its users or the public, and all enforcement or other government officials, as Company in its sole discretion believes to be necessary or appropriate. 
  24. In the event that Company determines, in its sole discretion, that Customer has breached any portion of this Agreement, or has otherwise demonstrated conduct inappropriate for the Company Properties, Company reserves the right to: Warn Customer via e-mail that Customer has violated this Agreement; Delete any of Customer Content provided by Customer or Customer agent(s) to the Company Properties: Discontinue Customer’s registration(s) with the any of the Company Properties; Discontinue Customer’s subscription to any Services: Pursue any other action which Company deems to be appropriate. 
  25. No Subsequent Registration. If your registration(s) with or ability to access the Company Properties is discontinued by Company due to your violation of any portion of this Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Company Properties through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Company Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, Company reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
  26. GENERAL 
    1. Each Party must deliver all notices or other communications required or permitted under this Agreement either (i) in writing to the other party at the physical address listed on the Order Form by a nationally-recognized express mail service or (ii) via email to the other party at the email address listed on the Order Form. Notice in writing will be effective upon receipt or refusal of delivery. Notice via email will be effect upon acknowledgement by the other Party of receipt of the email. Each Party may change its physical address and/or email address for receipt of notice by giving notice of such change to the other Party. 
    2. Neither Party may assign, delegate, or otherwise transfer (by operation of law or otherwise) this Agreement or any of its rights or obligations to a third party without the other Party’s written consent, except that either party may assign or transfer this Agreement without such consent, but must provide notice to the other party within 30 days of an assignment which results as a consequence of a merger, acquisition, consolidation, reorganization, or sale of substantially all of its assets or of the business to which this Agreement pertains. Any assignment or transfer in violation of the foregoing will be null and void. Subject to all of the terms and conditions hereof, this Agreement inures to the benefit of and is binding upon the Parties hereto and their successors and assigns. 
    3. Force Majeure. Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. 
    4. Governing Law. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Ohio, , without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The parties agree to waive their right to a jury trial.
    5. Attorneys Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. 
    6. Relationship of Parties. Neither this Agreement nor the cooperation of the Parties contemplated under this Agreement shall be deemed or construed to create any partnership, joint venture or agency relationship between the parties. Neither Party is, nor will either Party hold itself out to be, vested with any power or right to bind the other Party contractually or act on behalf of the other Party as a broker, agent or otherwise. 
    7. A waiver by either Party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. 
    8. If any provision of this Agreement is, for any reason, held to be invalid, illegal, or unenforceable, the other provisions of this Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. 
    9. Entire Agreement. This Agreement constitutes the entire agreement of the parties relating to the subject matter hereof and supersedes all prior or contemporaneous communications, understandings and agreements, oral or written, relating to such subject matter. This Agreement may be waived or modified only in a writing signed by both Parties. 
    10. Agreement Construction. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which, when taken together, shall constitute one agreement.