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any other reason where failure to perform is not caused by lease or assign the SaaS Products or the Software to any
<br /> the negligence of the nonperforming Party. other person or entity, (C) modify, reverse engineer,
<br /> 1.8 "Information" means any technical, or business information decompile, disassemble, translate, alter or create derivative
<br /> in written,graphical,oral,or other tangible or intangible forms, works based on the SaaS Products or the Software, (D)
<br /> including but not limited to specifications, drawings, tools, permit any non-Authorized User or other third party to use the
<br /> samples, reports, compilations, records, data, computer SaaS Products or the Software,or(F)access it in order to(1)
<br /> programs,drawings,models,and secrets. build a competitive product or service, (2) build a product or
<br /> service using similar ideas, features, functions or graphics of
<br /> 1.9 "Intellectual Property Rights" means any patent rights, the Service, or (3) copy any ideas, features, functions or
<br /> copyrights, trade secrets, trade names, service marks, graphics of the Service.
<br /> trademarks, moral rights, know-how and any other similar
<br /> rights or intangible assets recognized under any laws or 2.2 User IDs and Passwords. Proactis shall provide to Customer
<br /> international conventions,and in any country or jurisdiction in user IDs and passcodes or other secured means to access
<br /> the world, as intellectual creations to which rights of the SaaS Products, as applicable. Customer may request
<br /> ownership accrue, and all registrations, applications, additional user IDs and passcodes, subject to the payment of
<br /> disclosures, renewals, extensions, continuations or reissues the applicable additional fees. Customer is responsible for
<br /> of the foregoing now or hereafter in force. maintaining the confidentiality of its user IDs and passcodes
<br /> and will be solely liable for all activities that occur under
<br /> 1.10"Market Statistics" means aggregated, non-attributable Customer's user IDs. Customer shall immediately notify
<br /> statistical information associated with Transaction Proactis of any unauthorized use of Customer's user IDs and
<br /> Information, but does not include information or the change any affected passcodes. Customer agrees to access
<br /> presentation of information from which could be reasonably the SaaS Products in a secure manner in compliance with
<br /> determined: (a)the identity of specific transactions or parties, Proactis' reasonable standards established from time to time
<br /> (b) Transaction Information, or (c) SKU-level pricing which currently require, to the extent applicable, Customer's
<br /> contained in specific Content. use of web browsers utilizing 128 bit SSL encryption.
<br /> 1.11 "Party" or"Parties" means either individually or collectively, 2.3 Cookies. As part of this Agreement, Customer hereby
<br /> as the case may be, Proactis and Customer and any and all expressly"opts-in"and consents to the use by Proactis of any
<br /> permitted successors and assigns. cookies necessary for the Proactis SaaS Products to function
<br /> 1.12"Products" means the goods and/or services that may be properly. Customer may "opt-out" or revoke consent of the
<br /> ordered from Suppliers by Customer through its use of the use of cookies by the Proactis Supplier Products at any time,
<br /> SaaS Products. upon reasonable notice to Proactis. If Customer"opts-out"or
<br /> 1.13"Services" means the professional services provided by revokes consent of the use of cookies by the Proactis SaaS
<br /> Proactis and Affiliates to Customer in conjunction with the Products, Proactis may discontinue providing the Proactis
<br /> Software as a Service offerings described in the Attachments SaaS Products to Customer without breaching this
<br /> hereto. Agreement.
<br /> 1.14"SKU"means Stock Keeping Unit. 3. SCOPE,AVAILABILITY AND MODIFICATIONS
<br /> 1.15"Software" means the proprietary computer software 3.1 Scope of SaaS Products. The SaaS Products are intended to
<br /> programs utilized or provided by Proactis in the delivery of enable transactions between Customer and Suppliers.
<br /> SaaS Products. Proactis is not a party to, third party beneficiary of, or a
<br /> guarantor of performance with respect to any subsequent
<br /> 1.16"SaaS Products" means the Software as a Service products agreement between Customer and any third party.
<br /> provided by Proactis and Affiliates to Customer pursuant to Specifically, (i) Proactis does not control the quality, safety,
<br /> this Agreement and as described in the Attachment(s) legality or availability of Products accessed through the SaaS
<br /> attached hereto, including any successor or replacement Products, the terms and conditions on which those Products
<br /> services offering the same or more functionality than its are offered or purchased, or the third party's compliance with
<br /> predecessor. an agreement that it may execute with Customer; (ii)Proactis
<br /> 1.17"Statement of Work" means the detailed description of undertakes no duties to distribute or ship the Products of a
<br /> Additional Services to be provided by Proactis to Customer as Supplier; and (iii) under no circumstances shall Proactis take
<br /> may be executed from time to time between the Parties, in a title to,or in any manner obtain an interest in,or otherwise be
<br /> form to be mutually agreed upon. deemed to be within the chain of title of, any Products of a
<br /> 1.18"Supplier" means a person or entity who has agreed to use Supplier. Customer acknowledges that Proactis takes no
<br /> one or more SaaS Products offered by Proactis for the responsibility for the terms and conditions governing the
<br /> offering and sale of Products to Customer. purchase, sale and delivery of Products. Proactis shall
<br /> provide such Additional Services as may be agreed to
<br /> 1.19"Transaction Documents" means any electronic business
<br /> between the Parties and set forth in a properly executed
<br /> documents transmitted through the use of the SaaS Products. Statement of Work.
<br /> 1.20"Transaction Information" means the specific pricing, 3.2 Availability of SaaS Products. Notwithstanding anything to
<br /> quantities, parties and terms and conditions of any contract, the contrary stated herein, Customer acknowledges and
<br /> order, bid, or proposal disclosed directly or indirectly to agrees that the availability of the SaaS Products is subject to
<br /> Proactis in a Transaction Document, but shall not include any the availability of connection services to and within the
<br /> information which was at the time of disclosure(1)intended to Internet and to other network functions within and around the
<br /> be disclosed by Proactis to a bidder or other intended Internet and that the Internet,by its nature, is not fault-tolerant
<br /> recipient on behalf of Customer, or(2)within an enumerated and Proactis shall not have any liability for any breach of any
<br /> exception to the definition of Confidential Information. representation, warranty or covenant of this Agreement that
<br /> 2. SAAS PRODUCTS ACCESS arises out of or relates to the unavailability of such connection
<br /> 2.1 Use. Subject to payment of the applicable Fees and services and other network functions.
<br /> Customer's compliance with the terms of this Agreement, 3.3 Modification of SaaS Products. Customer understands and
<br /> Proactis hereby grants Customer a non-exclusive, non- agrees that Proactis may modify the SaaS Products, their
<br /> transferable, limited right to access and utilize the SaaS names, or the manner in which the SaaS Products are made
<br /> Products and the Software to manage the purchase and sale available,and that those modifications may create differences
<br /> of Products, subject to the following restrictions: (i)Customer in how Customer accesses the SaaS Products. Customer
<br /> may use the SaaS Products and the Software solely for further understands and agrees that, upon reasonable
<br /> Customer's own business purposes; and (ii) Customer shall advance written notice to Customer, Proactis reserves the
<br /> not(A) make any copies of all or any portion of the Software right to replace any of the SaaS Products with SaaS Products
<br /> or the SaaS Products, (B) sell, sublicense, distribute, rent, offering the same or more functionality than its predecessor.
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<br /> Master Services Agreement
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