|
U Julota@
<br /> Julota®SaaS Agreement
<br /> 3. LICENSE GRANT. Customer; and (iii) Julota shall comply with Customer's
<br /> 3.1 License Grant to Customer. Subject to the terms trademark guidelines, if any, and any other reasonable
<br /> and conditions of this SaaS Agreement, Julota grants requirements established by Customer concerning the style,
<br /> Customer(defined in the applicable SOW),during the term of design,display,and use of its Marks. Customer's trademark
<br /> the applicable SOW and the term of this SaaS Agreement guidelines,if any,are attached as Exhibit B.
<br /> (whichever period is shorter), a non-exclusive, non- 4. PRIVACY. Julota may collector store Customer Data,
<br /> transferable right and license to access and use the Services which may contain Personal Data concerning Help Seekers in
<br /> as provided for in the applicable SOW. The Services will also connection with the provision of the Services. Julota will
<br /> be provided pursuant to the service levels set forth in the comply with its non-disclosure obligations set forth in this
<br /> Service Level Agreement("SLA"),which is attached as Exhibit SaaS Agreement. The Parties agree to comply with the
<br /> A. For Services provided through an SOW entered into requirements of all Health Privacy Laws. The Parties agree
<br /> through the Agreement, any service level credits will be that Julota will serve as a Business Associate with respect to
<br /> credited to Snohomish County's payment obligations. certain Services it provides to Customer. Accordingly, as it
<br /> 3.2 License Restrictions for Customer. Customer shall applies to such Services,the Parties shall execute and abide
<br /> not,directly or indirectly,permit any third party to: (i)reverse by the terms set forth in the business associate agreement
<br /> engineer, decompile, disassemble or otherwise attempt to attached hereto and incorporated herein as Exhibit C("BAA").
<br /> discover the source code or underlying ideas or algorithms of 5. PASSWORDS I SECURITY I DISCLOSURE.
<br /> the Services;(ii)modify,translate,or create derivative works 5.1 Passwords. Customer is responsible for maintaining
<br /> based on the Services; (iii)rent, lease, distribute,sell, resell, the confidentiality of its passwords. Customer is solely
<br /> assign,or otherwise transfer its rights to use the Services;(iv) responsible for any and all activities that occur under its
<br /> make the use of the Services available to anyone other than account and all charges incurred from use of the Services
<br /> for its own internal purposes; (v) use the Services for accessed with Customer's passwords. Customer agrees to
<br /> timesharing or service bureau purposes or otherwise for the immediately notify Julota of any unauthorized use of
<br /> benefit of a third party; (vi) remove any proprietary notices Customer's account or any other breach of security known to
<br /> from the Services or any other Julota materials furnished or Customer.Julota shall have no liability for any loss or damage
<br /> made available hereunder; (vii) publish or disclose to third arising from Customer's failure to comply with these
<br /> parties any evaluation of the Services;(viii)use the Services requirements.
<br /> in automatic, semi-automatic or manual tools designed to
<br /> create virus signatures,virus detection routines,or any other 5.2 Security. Julota will maintain the Services at a third-
<br /> data or code for detecting malicious code or data;or(ix)use party hosting facility and will implement industry standard
<br /> the Services to build a competitive product or service,or copy security precautions, which are intended to prevent
<br /> any features,functions or graphics of the Services. unauthorized access to Customer Data. Customer
<br /> 3.3 API License. If provided for in the applicable SOW, acknowledges that, notwithstanding such security
<br /> Julota hereby grants Customer, during the term of the precautions,use of,or in connection to,the internet provides
<br /> applicable SOW, a nonexclusive, nontransferable, the opportunity for unauthorized third parties to circumvent
<br /> nonassignable, license to access and use the Julota API such precautions and gain access to the Services and
<br /> solely in connection with its use of the Services. Customer Data.
<br /> 3.4 License Grant to Julota. Customer grants Julota, 5.3 Disclosure. Customer agrees that Julota and its
<br /> during the term of this SaaS Agreement and the applicable agents, which have agreed to confidentiality obligations at
<br /> SOW, a non-exclusive, non-transferable, non-sublicensable least as restrictive as Julota's obligations in this SaaS
<br /> license for it to use Customer Data and its trademarks (the Agreement, can access Customer Data and its account
<br /> "Marks")for the sole purpose of providing the Services or as information in order to respond to its service requests and/or
<br /> otherwise set forth in this SaaS Agreement. Customer as necessary,in Julota's sole discretion,to provide Customer
<br /> reserves all ownership and other rights in the Customer Data with the Service.Julota will not otherwise disclose such data
<br /> and the Marks not expressly included herein and nothing in except if compelled by law, permitted by Customer, or
<br /> this SaaS Agreement shall be deemed to convey or transfer pursuant to the terms of the BAA and the terms of Julota's
<br /> to Julota any ownership rights in or to the Customer Data or Privacy Policy,which is available at www.Julota.com/privacy-
<br /> the Marks. Notwithstanding the foregoing, Customer policy/(the"Privacy Policy")and is incorporated into this SaaS
<br /> understands that it may not be the exclusive owner of Agreement. The terms of this SaaS Agreement shall
<br /> Customer Data. supersede any inconsistent terms in the Privacy Policy.
<br /> 3.5 License Restrictions for Julota. Julota's license to 5.4 Permission to Disclose. By submitting any Help
<br /> the Marks is subject to the following restrictions: (i) all of Seeker's Personal Data to the Hosted Services and providing
<br /> Julota's uses of the Marks must be preapproved by Customer; said Personal Data to Julota for processing, Customer
<br /> (ii)Julota shall not use any Marks in such a way as to give the warrants that it has: (i) legal authority to disclose such
<br /> impression that they are the property of anyone other than Personal Data in compliance with Health Privacy Laws and(ii)
<br /> page 2 of 16
<br />
|