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Julota®
<br />Julota® SaaS Agreement
<br />ANY WAY RELATED TO THIS AGREEMENT EXCEED THE
<br />FEES PAID BY CUSTOMER FOR THE SERVICES FOR THE
<br />PERIOD OF TWELVE (12) MONTHS PRIOR TO THE EVENT
<br />THAT DIRECTLY GAVE RISE TO THE DAMAGES
<br />CLAIMED, WITHOUT REGARD TO WHETHER SUCH
<br />CLAIM IS BASED IN CONTRACT, TORT (INCLUDING
<br />WITHOUT LIMITATION, NEGLIGENCE), PRODUCT
<br />LIABILITY OR OTHERWISE
<br />14 2 Waiver of Consequential Damages. IN NO EVENT
<br />SHALL JULOTA BE LIABLE FOR ANY INDIRECT, SPECIAL,
<br />PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING,
<br />WITHOUT LIMITATION, LOSS OF DATA OR LOSS OF
<br />PROFITS, WITHOUT REGARD TO WHETHER SUCH CLAIM
<br />IS BASED IN CONTRACT, TORT (INCLUDING, WITHOUT
<br />LIMITATION, NEGLIGENCE), PRODUCT LIABILITY OR
<br />OTHERWISE, EVEN IF JULOTA HAS BEEN ADVISED OF
<br />THE POSSIBILITY OF SUCH DAMAGES
<br />14.3 No Liability for Wrongful Third -Party Disclosures.
<br />Notwithstanding anything to the contrary herein, Julota will
<br />have no liability to Customer or any other organization or
<br />individual related to the wrongful disclosure by Customer, the
<br />Care Team, a Community Partner or any director, officer,
<br />employee, agent or service provider of the foregoing.
<br />15. NON -SOLICITATION. During the term and for a
<br />period of twelve (12) months thereafter, Julota and Customer
<br />shall not knowingly, directly or indirectly, solicit, recruit, employ
<br />or contract with any employees of one another.
<br />16. INSURANCE. Julota will maintain (and shall cause
<br />each of its agents, independent contractors and
<br />subcontractors performing any services hereunder to
<br />maintain) at its sole cost and expense at least the following
<br />insurance covering its obligations under this SaaS Agreement:
<br />16.1 Commercial General L ability. With coverage of not
<br />less than One Million Dollars ($1,000,000) each occurrence
<br />(for bodily injury and for damage to property); including
<br />coverage for premises and operations, contractual liability,
<br />broad form property damage and products and completed
<br />operations and Three Million Dollars ($3,000,000) in the
<br />aggregate.
<br />16.2 Cyber Liability Insurance. With coverage of not less
<br />than Three Million Dollars ($3,000,000) in the aggregate which
<br />shall include at a minimum coverage for (i) unauthorized
<br />access by an outside party, which may take the form of a
<br />`hacker attack" or a "virus" introduced by a third party; (ii)
<br />failure to prevent a party other than an insured from
<br />unauthorized access to, use of, tampering with or introduction
<br />of malicious code into data, programs or systems; and (iii)
<br />breach of Customer's data
<br />16.3 Policy Terms. Such insurance shall name Customer
<br />as an additional insured. A blanket endorsement or an
<br />additional insured endorsement evidencing the policy shall be
<br />provided to Customer upon execution. Julota shall provide
<br />Customer with written notice of any policy cancellation within
<br />thirty (30) days of the receipt of such notice. Julota shall obtain
<br />replacement insurance policies meeting the requirements of
<br />this Section 17.
<br />17. GENERAL.
<br />17.1 Notices. All notices to a party shall be in writing and
<br />sent to the addresses specified in this SaaS Agreement (and
<br />in the case of Julota, to the attention of the Chief Operating
<br />Officer) or such other address as a party notifies the other
<br />party, and shall be deemed to have been duly given when
<br />received, if personally delivered; when receipt is electronically
<br />confirmed, if transmitted by facsimile or email three days after
<br />it is sent, if sent for next day delivery by recognized overnight
<br />delivery service and upon receipt, if sent by certified or
<br />registered mail, return receipt requested.
<br />17.2 Governing Law and Jurisdiction. This SaaS
<br />Agreement shall be governed by the laws of the State that the
<br />Customer is located, excluding its conflict of laws rules Each
<br />party hereby irrevocably submits to the exclusive jurisdiction
<br />of the Courts within the County of El Paso located in the State
<br />of Colorado. Any provision of this SaaS Agreement held to be
<br />unenforceable shall not affect the enforceability of any other
<br />provisions of this SaaS Agreement. Each party further hereby
<br />waives any right to jury trial in connection with any action or
<br />litigation in any way arising out of or related to this SaaS
<br />Agreement.
<br />17.3 Dispute Resolution. Before initiating legal action
<br />against the other party relating to a dispute herein, the Parties
<br />agree to work in good faith to resolve disputes and claims
<br />arising out of this SaaS Agreement. To this end, each party
<br />may request that the other party designate an officer or other
<br />management employee with authority to bind such party to
<br />meet to resolve the dispute or claim. If the dispute is not
<br />resolved within 30 days of the commencement of informal
<br />efforts under this paragraph, either party may pursue formal
<br />legal action. This paragraph will not apply if expiration of the
<br />applicable time for bringing an action is imminent and will not
<br />prohibit a party from pursuing injunctive or other equitable
<br />relief to which it may be entitled.
<br />17.4 Relationship of the Parties. The Parties to this
<br />agreement are independent entities, and no agency,
<br />partnership franchise, joint venture or employee -employer
<br />relationship is intended or created by this SaaS Agreement.
<br />17 5 Assignment. Neither Party may assign any of its
<br />rights or obligations hereunder, whether by operation of law or
<br />otherwise without the prior written consent of Julota (not to be
<br />unreasonably withheld). Notwithstanding the foregoing, either
<br />Party may assign this SaaS Agreement in its entirety
<br />(including all SOWs) without consent of the other Party, in
<br />connection with a merger, acquisition corporate
<br />reorganization, or sale of all or substantially all of its assets,
<br />provided that, in the case of Customer, the assignment is not
<br />to a direct competitor of Julota. In the event that either Party
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