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(vii) Third Party Payer If a third-party pays some or all Fees on behalf of Customer("Third-Party Payer"),the Third Party
<br /> Payer must submit the order directly. Customer is responsible for payment if the Third-Party Payer does not pay the
<br /> Fees and Customer continues using the Software.
<br /> (viii) Late Fees. PES may charge Customer interest at a rate of one and one-half(1.5%)percent per month once an unpaid
<br /> invoice is thirty(30)days past due. Customer's payment will not waive or extend any obligation of Customer to make
<br /> ongoing payments,when due.
<br /> (ix) Audit Rights.PES may regularly audit Customer's use of the PES Offerings and assess Customer extra fees for usage
<br /> that exceeds the contracted-for quantities. If possible, such audits will be conducted remotely and, in any event,will
<br /> be conducted during normal business hours.
<br /> (x) Annual Increases(non-SaaS) PES may increase fees annually. Customer will be notified of fee increases at least 30
<br /> days prior to date they take effect.
<br /> SAAS SUBSCRIPTION.
<br /> (i) Grant of Subscription. During the Term, Customer may access and use the SaaS call volume tier specified in the
<br /> Purchase Order.
<br /> (ii) Term. The "Term" shall begin on the Subscription Start Date and end on the first (1st) year anniversary thereof.
<br /> Between the Effective Date and the Subscription Start Date there shall be a thirty (30) day grace period to allow
<br /> Customers to complete the"Customization"process. Both PES and Customer will make reasonable efforts to ensure
<br /> that Customer is "live"on the SaaS platform as quickly as possible, and in no event will the SaaS Subscription Start
<br /> Date be modified for implementation delays due to Customer.
<br /> (iii) Restrictions on Use. Except as provided herein or as otherwise authorized by PES, Customer neither has nor obtains
<br /> hereunder any right to: (a) decompile, reverse engineer, disassemble, print, copy or display the PES Offerings or
<br /> otherwise reduce the SaaS to a human perceivable form in whole or in part;(b)publish,release,rent, lease,loan,sell,
<br /> distribute or transfer the SaaS to another person or entity;(c)reproduce the SaaS for the use or benefit of anyone other
<br /> than Customer;(d)alter,modify or create derivative works of the SaaS or SaaS either in whole or in part;or(e)use or
<br /> permit the use of the SaaS for commercial time-sharing arrangements or providing service bureau, data processing,
<br /> rental,or other services to any third party.The rights granted Customer hereunder do not constitute a sale of the SaaS.
<br /> PES retains all right,title,and interest in and to the SaaS, including without limitation all software used to provide the
<br /> PES Offering and all graphics,user interfaces,logos and trademarks reproduced through the SaaS,except to the limited
<br /> extent set-forth in this Agreement.This Agreement does not grant Customer any intellectual property rights in the SaaS
<br /> or any of its components,except to the limited extent that this Agreement specifically sets-forth Customer's rights to
<br /> access, use, or copy the SaaS during the Term hereof. Customer recognizes that the SaaS and its components are
<br /> protected by copyright and other laws.
<br /> HOSTING OF SAAS AND PES OFFERINGS.
<br /> (i) Hosting.PES shall be responsible for hosting and managing the SaaS and other PES Offerings,if applicable.
<br /> (ii) Service Level Commitment.PES shall provide 99%uptime availability for hosted or cloud-based PES Offerings during
<br /> each calendar month,excluding regularly scheduled maintenance times or unscheduled downtime over which PES has
<br /> no control. If an uptime commitment of 99%availability is not met in any calendar month and Customer is negatively
<br /> impacted (i.e., attempted to log into or access the SaaS or cloud service and failed for reasons (a) unrelated to
<br /> Scheduled Downtime(as defined below);or(b)pertaining to a Permitted Exclusion,PES shall provide Customer,as its
<br /> sole and exclusive remedy, a service level credit of 2%of the subscription fees (i.e., paid for the subject quarter)for
<br /> each 1%that the service level availability falls below 99%, subject to a 6% quarterly cap. PES shall calculate any
<br /> service level downtime using its system logs and other records.
<br /> (iii) Scheduled Downtime. If PES determines that it must intentionally interrupt the SaaS or that there is a potential for the
<br /> SaaS to be interrupted to affect system maintenance (collectively, `Scheduled Downtime"), PES will use good-faith
<br /> efforts to notify Customer of such Scheduled Downtime at least 48 hours in advance, and will ensure that the
<br /> Scheduled Downtime occurs during non-peak hours (midnight to 6 a.m. Central Time). In no event shall Scheduled
<br /> Downtime constitute a failure of performance by PES.
<br /> (iv) Customer Must Request Service Credit To receive service credits,Customer must notify PES by email or otherwise in
<br /> writing of its request,with receipt confirmation,within thirty(30)days from expiration of the subject time period.
<br /> (v) Service Level Commitment Exclusions.The uptime commitment does not apply to any performance issues: (i)caused
<br /> by factors outside of PES'reasonable control; (ii)that resulted from any actions or inactions of Customer or any third
<br /> parties;or(iii)that resulted from Customer's equipment and/or third-party equipment(the"Permitted Exclusions").
<br /> CUSTOMER DATA/PRIVACY
<br /> (i) Ownership&Use of Data. Unless it receives Customer's prior written consent,PES: (a) shall not access, process, or
<br /> otherwise use Customer Data;and(b) shall not intentionally grant any third-party access to Customer Data, including
<br /> without limitation, PES' other customers, except subcontractors that are subject to a reasonable nondisclosure
<br /> agreement. As between PES and Customer,all Customer Data shall be owned by Customer. PES may use and disclose
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