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Julota®
<br />Julota® SaaS Agreement
<br />if required by Health Privacy Laws, this SaaS Agreement, or
<br />Julota's Privacy Policy or other policies, the necessary
<br />permissions, authorizations and consents from the Help
<br />Seekers that it enters Personal Data about through the
<br />Services and for the viewing and processing of their Personal
<br />Data and Customer Data by Julota, its agents, third -party
<br />service providers, other organizations utilizing the Hosted
<br />Services to provide assistance to Help Seekers, and Care
<br />Teams as set forth herein.
<br />6. OWNERSHIP.
<br />6.1 With the exception of Customer Data, the Platform, the
<br />Hosted Services, and all information, reports studies, object
<br />and source code (including without limitation the Services and
<br />all modifications, enhancements, additions upgrades, or other
<br />works based thereon or related thereto), flow charts, product
<br />documentation, diagrams, specifications, methods and other
<br />tangible or intangible material of any nature whatsoever
<br />produced through or as a result of or related to any product,
<br />service or deliverable (collectively, "Works") or development of
<br />any data analytics or usage models hereunder, and all
<br />patents, copyrights, trademarks and other proprietary rights
<br />related to such Works and models, shall be the sole and
<br />exclusive property of Julota, its Affiliates (defined below) or
<br />their third party providers (collectively, Julota Property").
<br />Nothing in the SaaS Agreement shall convey to Customer any
<br />title to or ownership of any Julota Property. Customer hereby
<br />irrevocably assigns and transfers to Julota, its Affiliates or their
<br />third -party providers all rights, title, and interest in any such
<br />Works and models. "Affiliate' means an entity that controls, is
<br />controlled by, or under common control with a party, where
<br />"control' means the direct or indirect ownership of more than
<br />50% of the voting securities of such entity or party. No rights
<br />are granted to Customer hereunder other than as expressly
<br />set forth herein.
<br />6.2 Customer acknowledges and agrees that Julota shall
<br />have the right to utilize data capture, syndication, and analysis
<br />tools, and other similar tools, to extract, compile, synthesize,
<br />and analyze any non -personally and non -Customer
<br />identifiable data or information resulting from Customer's use
<br />of the Service ( Statistical Data"). Statistical Data may be
<br />collected by Julota for any lawful business purpose without a
<br />duty of accounting to Customer, provided that the Statistical
<br />Data is used only in an aggregated form, without specifically
<br />identifying the source of the Statistical Data Except for the
<br />limited rights granted herein, at no time shall Julota acquire
<br />any ownership, license rights or other interest in or to the
<br />Customer Data, all of which shall, as between Customer and
<br />Julota, be and remain the confidential and proprietary
<br />information of Customer.
<br />6.3 Julota shall have a royalty -free, worldwide,
<br />transferable, sub -licensable, irrevocable and perpetual license
<br />to incorporate into the Service or otherwise use Statistical
<br />Data, any suggestions, enhancement requests
<br />recommendations or other feedback Julota receives from
<br />Customer.
<br />7. CUSTOMER OBLIGATIONS.
<br />7.1 Process. Customer shall assign two (2)
<br />representatives who will be responsible for all communications
<br />with Julota related to the use of the Services.
<br />7.2 Conduct. Customer is and will be solely responsible
<br />for its actions and the actions of its authorized users while
<br />using the Services Customer is and will also be solely
<br />responsible for the actions of each Care Team and each of the
<br />Care Team's officers, directors, members, employees, agents,
<br />contractors, subcontractors and individual(s) related to
<br />Customer's use of the Services or the provision of assistance
<br />to any Help Seeker Customer is and will be responsible for all
<br />claims made by a Care Team related to any transaction
<br />related to the Services. Customer acknowledges and agrees
<br />that Julota is not liable for, or responsible to, remediate any
<br />issues found on Customer's network or in Customer's web
<br />traffic through the Services. In addition to the conduct
<br />restricted in Section 3.2 (License Restrictions for Customer),
<br />Customer agrees, on behalf of itself and its authorized user(s)
<br />to: (i) abide by all laws and regulations including, without
<br />limitation, all laws applicable to any service Customer provides
<br />or any Care Team provides to a Help Seeker and all laws
<br />applicable to the transmission of technical data exported from
<br />the United States through the Services and to wireless e-mail
<br />marketing and advertising; (ii) not to upload or distribute in any
<br />way content that contain viruses corrupted files, or any other
<br />similar software or programs that may damage the operation
<br />of the Services or another's computer or mobile device; (iii) not
<br />to use the Services for illegal fraudulent, unethical or
<br />inappropriate purposes; (iv) not to interfere or disrupt networks
<br />connected to the Services or interfere with the ability of others
<br />to access or use the Services; (v) not to distribute promote or
<br />transmit through the Services any unlawful, harassing,
<br />libelous, abusive, threatening, harmful, vulgar, obscene,
<br />pornographic, indecent defamatory, hateful, racially,
<br />ethnically, unwanted or otherwise objectionable material of
<br />any kind or nature (vi) not to transmit or post any material that
<br />encourages conduct that could constitute a criminal offense or
<br />give rise to civil liability; (vii) not to interfere with another
<br />customer's use and enjoyment of the Services or another
<br />entity's use and enjoyment of similar services; (viii) not to
<br />engage in, or permit others to engage in, contests, chain
<br />letters or post or transmit "junk mail,' "spam," "chain letters,"
<br />or unsolicited mass distribution of e-mail; and (ix) to comply
<br />with all regulations, policies and procedures of networks
<br />connected to the Services, Julota, or Julota's service
<br />providers, as the same may be promulgated from time to time
<br />Julota may remove any violating data on the website posted
<br />or stored using the Services or transmitted through the
<br />Services, without notice to Customer; however, Julota has no
<br />obligation to do so.
<br />7.3 Customer shall maintain privacy policies on its website
<br />and shall deliver printed hard copies of its privacy policies to
<br />each Help Seeker prior to entering any information about the
<br />Help Seeker through the Services. Customer will ensure that
<br />its practices for storing and safeguarding Help Seeker related
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