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3.8. access or use the Solutions for purposes of competitive analysis of the Solutions, the development, provision, or use of
<br />a competing software service or product or any other purpose that is to CentralSquare's detriment or commercial
<br />disadvantage or otherwise access or use the Solutions beyond the scope of the authorization granted in Section 2.
<br />4. Audit.
<br />4.1. CentralSquare shall have the right to audit Customer's use of the Software to monitor compliance with this Agreement.
<br />Customer shall permit CentralSquare and its directors, officers, employees, and agents to have on-site access at
<br />Customer's premises (or remote access as the case may be) during normal business hours to such systems, books, and
<br />records for the purpose of verifying license counts, access counts, and overall compliance with this Agreement.
<br />Customer shall render reasonable cooperation to CentralSquare as requested. If as a result of any audit or inspection
<br />CentralSquare substantiates a deficiency or non-compliance, or if an audit reveals that Customer has exceeded the
<br />restrictions on use, Customer shall promptly reimburse CentralSquare for all its costs and expenses incurred to conduct
<br />such auditor inspection and be required to pay for any delinquencies in compliance and prompt payment of any
<br />underpayment of Fees.
<br />6. Customer Obligations,
<br />5, 1. Customer Systems and Cooperation. Customer shall at all times during the Term: (a) set up, maintain, and operate in
<br />good repair all Customer Systems on or through which the Solutions are accessed or used; (b) provide CentralSquare
<br />Personnel with such access to Customer's premises and Customer Systems as is necessary for CentralSquare to
<br />perform the Support Services in accordance with the Support Standards and specifications and if required by
<br />CentralSquare, remote access in accordance with Exhibit 3 (CentralSquare Access Management Policy); and (c)
<br />provide all cooperation as CentralSquare may reasonably request to enable CentralSquare to exercise its rights and
<br />perform its obligations under this Agreement.
<br />5.2. Effect of Customer Failure or Delay. CentralSquare is not responsible or liable for any delay or failure of performance
<br />caused in whole or in part by Customer's delay in performing, or failure to perform, any of its obligations under this
<br />Agreement.
<br />5.3. Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited by Section 3,
<br />Customer shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within
<br />their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including,
<br />where applicable, by discontinuing and preventing any unauthorized access to the Solutions and permanently erasing
<br />from their systems and destroying any data to which any of them gained unauthorized access); and (b) notify
<br />CentralSquare of any such actual or threatened activity.
<br />5.4. Maintaining Current Versions of CentralSquare Solutions. In accordance with Exhibit 2 (Maintenance & Support) and
<br />Exhibit 8 (Managed Services Provisions), if applicable. Customer shall install and/or use any New or Major Release
<br />within one year of being made available by CentralSquare to mitigate a performance problem, ineligibility for Support
<br />Services, or an infringement claim.
<br />6. Professional Services.
<br />6.1. Compliance with Customer Policies. While CentralSquare personnel are performing services at Customer's site,
<br />CentralSquare personnel will comply with Customer's reasonable procedures and site policies that are generally
<br />applicable to Customer's other suppliers providing similar services and that have been provided to CentralSquare in
<br />writing or in advance.
<br />6.2. Contributed Material. In the process of CentralSquare's performing Professional Services, Customer may, from time to
<br />time, provide CentralSquare with designs, plans, or specifications, improvements, works or other material for inclusion
<br />in, or making modifications to, the Solutions, the Documentation or any other deliverables ("Contributed Material").
<br />Customer grants to CentralSquare a nonexclusive, irrevocable, perpetual, transferable right, without the payment of any
<br />royalties or other compensation of any kind and without the right of attribution, for CentralSquare, CentralSquare's
<br />Affiliates and CentralSquare's licensees to make, use, sell and create derivative works of the Contributed Material.
<br />6.3. Federal Grant Funds. CentralSquare shall comply with the provisions of Title VII of the Civil Rights Act of 1964 in that it
<br />will not discriminate against any individual with respect to their compensation, terms, conditions, or privileges of
<br />employment. Additionally, CentralSquare shall not discriminate in any way that would deprive or intend to deprive any
<br />individual of employment opportunities or otherwise adversely affect their status as an employee based on race, color,
<br />religion, sex, national origin, age, medical condition, marital status, sexual orientation, gender identity, genetic
<br />information, veteran status, or disability, or any other characteristic or classification protected by applicable law. Not
<br />Applicable.
<br />6.4. Criminal Justice Information Services. To the extent permissible, the parties acknowledge that any employee of
<br />CentralSquare who has been granted Criminal Justice Information Services ("CJIS") clearance in any state within the
<br />United States shall be deemed to have satisfied the CJIS clearance requirements under this Agreement. This provision
<br />is based on the principle of reciprocity, recognizing the validity of CJIS clearance across state lines.
<br />MORE INFORMATION AT CENTRALSQUARE.COM
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