|
J u Iota*
<br /> Julota®SaaS Agreement
<br /> ANY WAY RELATED TO THIS AGREEMENT EXCEED THE Customer with written notice of any policy cancellation within
<br /> FEES PAID BY CUSTOMER FOR THE SERVICES FOR THE thirty(30)days of the receipt of such notice.Julota shall obtain
<br /> PERIOD OF TWELVE(12)MONTHS PRIOR TO THE EVENT replacement insurance policies meeting the requirements of
<br /> THAT DIRECTLY GAVE RISE TO THE DAMAGES this Section 17.
<br /> CLAIMED, WITHOUT REGARD TO WHETHER SUCH
<br /> CLAIM IS BASED IN CONTRACT, TORT (INCLUDING,
<br /> WITHOUT LIMITATION, NEGLIGENCE), PRODUCT 17. GENERAL.
<br /> LIABILITY OR OTHERWISE. 17.1 Notices.All notices to a party shall be in writing and
<br /> 14.2 Waiver of Consequential Damages. IN NO EVENT • sent to the addresses specified in this SaaS Agreement(and
<br /> SHALL JULOTA BE LIABLE FOR ANY INDIRECT,SPECIAL, in the case of Julota,to the attention of the Chief Operating
<br /> PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, Officer) or such other address as a party notifies the other
<br /> WITHOUT LIMITATION, LOSS OF DATA OR LOSS OF party, and shall be deemed to have been duly given when
<br /> PROFITS,WITHOUT REGARD TO WHETHER SUCH CLAIM received,if personally delivered;when receipt is electronically
<br /> IS BASED IN CONTRACT, TORT (INCLUDING, WITHOUT confirmed,if transmitted by facsimile or email;three days after
<br /> LIMITATION, NEGLIGENCE), PRODUCT LIABILITY OR it is sent,if sent for next day delivery by recognized overnight
<br /> OTHERWISE, EVEN IF JULOTA HAS BEEN ADVISED OF delivery service; and upon receipt, if sent by certified or
<br /> THE POSSIBILITY OF SUCH DAMAGES. registered mail,return receipt requested.
<br /> 14.3 No Liability for Wrongful Third-Party Disclosures. 17.2 Governing Law and Jurisdiction. This SaaS
<br /> Notwithstanding anything to the contrary herein, Julota will Agreement shall be governed by the laws of the State that the
<br /> have no liability to Customer or any other organization or Customer is located,excluding its conflict of laws rules. Each
<br /> individual related to the wrongful disclosure by Customer,the party hereby irrevocably submits to the exclusive jurisdiction
<br /> Care Team, a Community Partner or any director, officer, of the Courts within the County of El Paso located in the State
<br /> employee,agent or service provider of the foregoing. 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 /> 15. NON-SOLICITATION. During the term and for a waives any right to jury trial in connection with any action or
<br /> period of twelve(12)months thereafter,Julota and Customer litigation in any way arising out of or related to this SaaS
<br /> shall not knowingly,directly or indirectly,solicit,recruit,employ Agreement.
<br /> or contract with any employees of one another. 17.3 Dispute Resolution. Before initiating legal action
<br /> 16. INSURANCE. Julota will maintain (and shall cause against the other party relating to a dispute herein,the Parties
<br /> each of its agents, independent contractors and agree to work in good faith to resolve disputes and claims
<br /> subcontractors performing any services hereunder to arising out of this SaaS Agreement. To this end, each party
<br /> maintain) at its sole cost and expense at least the following may request that the other party designate an officer or other
<br /> insurance covering its obligations under this SaaS Agreement: management employee with authority to bind such party to
<br /> 16.1 Commercial General Liability.With coverage of not meet to resolve the dispute or claim. If the dispute is not
<br /> resolved within 30 days of the commencement of informal
<br /> less than One Million Dollars ($1,000,000) each occurrence
<br /> for bodilyinjury and for damage to property); includingefforts under this paragraph, either party may pursue formal
<br /> ( g p p y)' legal action.This paragraph will not apply if expiration of the
<br /> coverage for premises and operations, contractual liability, applicable time for bringing an action is imminent and will not
<br /> broad form property damage and products and completed prohibit a party from pursuing injunctive or other equitable
<br /> operations and Three Million Dollars ($3,000,000) in the relief to which it may be entitled.
<br /> aggregate.
<br /> 16.2 Cyber Liability Insurance.With coverage of not less 17.4 Relationship of the Parties. The Parties to this
<br /> agreement are independent entities, and no agency,
<br /> than Three Million Dollars($3,000,000)in the aggregate which
<br /> shallpartnership franchise, joint venture or employee-employer
<br /> include at a minimum coverage for (i) unauthorized
<br /> access by an outside party, which may take the form of a relationship is intended or created by this SaaS Agreement.
<br /> "hacker attack" or a "virus" introduced by a third party; (ii) 17.5 Assignment. Neither Party may assign any of its
<br /> failure to prevent a party other than an insured from rights or obligations hereunder,whether by operation of law or
<br /> unauthorized access to,use of,tampering with or introduction otherwise,without the prior written consent of Julota(not to be
<br /> of malicious code into data, programs or systems; and (iii) unreasonably withheld).Notwithstanding the foregoing,either
<br /> breach of Customer's data. Party may assign this SaaS Agreement in its entirety
<br /> 16.3 Policy Terms. Such insurance shall name Customer (including all SOWs), without consent of the other Party, in
<br /> connection with a merger, acquisition, corporate
<br /> as an additional insured. A blanket endorsement or an
<br /> additional insured endorsement evidencing the policy shall be reorganization,or sale of all or substantially all of its assets,
<br /> provided to Customer upon execution. Julota shall provide provided that,in the case of Customer,the assignment is not
<br /> to a direct competitor of Julota. In the event that either Party
<br /> page 7 of 16
<br />
|