Critical Insight, Inc. 5/2/2023 - Laserfiche WebLink

03152021 1 CRITICAL INSIGHT MASTER SERVICES AGREEMENT THIS MASTER SERVICES AGREEMENT (“MSA”), together with any then-current Statement of Service (“SOS”) between Customer and Critical Insight, Inc.(“CI”) and the related exhibits, documentation and specifications CI may from time to time deliver or make available to Customer, govern and control the Services described in the ordering SOS. Capitalized terms not otherwise defined below shall have the meaning assigned to them in the SOS. Unless otherwise stated in a SOS, the terms of this MSA shall control any conflicting or inconsistent term in such SOS. 1. Definitions. Capitalized terms in this Agreement not otherwise defined have the meaning described below, for both singular and plural form. a. “Agreement” means this MSA, each SOS, and each exhibit that supplements the MSA and/or a SOS, as each such document may be amended from time to time. b. “Appliance” means the computer hardware unit integrated in Customer’s Internet server stack as part of CI’s provisioning process and included in, and required to enable activation and performance of, the CI Products. c. “CI Assets“ means all computer hardware, software, networking tools and equipment, appliances and devices owned and operated by CI that are deployed or engaged in performance, in whole or part, of the Services, including any Appliance(s) provided to Customer in connection with the Services. d. “CI Products” means the CI Programs, Appliances, monitoring and response services, action plans, Reports, graphics, pictorial and functional representations, spreadsheets, presentations, analyses, processes, methods, procedures, concepts, know-how, techniques, practices, and all related manuals and Documentation, and modifications and improvements in respect to any of the foregoing, provided, delivered or made available to Customer by CI pursuant to a mutually executed SOS. e. “CI Programs” means the Critical Insight™ monitoring software programs and applications, designs, inventions, source code, tools, patches, updates and new versions to any of the foregoing, user ID’s, user interfaces, tokens, passwords and portals licensed to Customer by CI as part of the CI Products but excludes third-party software and custom programs, if any, developed by CI for Customer. f. “CI Services” means the consulting services described in the ordering SOS and any other professional services that CI provides to Customer at Customer’s request g. “Customer Data” means the in-bound and out-bound Internet borne data hosted on Customer’s proprietary servers that is accessed and monitored by the CI Programs. h. “Customer Infringement Exclusion” means (i) Customer's use of the CI Programs except as permitted under this Agreement or Customer’s combination of the CI Programs with any hardware, software or other materials either that are not provided by CI, or that could not reasonably have been anticipated to be used in combination with the CI Programs, in each case where absent such combination the CI Programs would be non-infringing, (ii) Customer's use of other than the most current release of the CI Programs that results in a claim or action for infringement that could have been avoided by use of the current release, provided that CI has supplied Customer with the most current release at no additional fee, or (iii) the provision by Customer to CI of materials, designs, know-how, software or other intellectual property with instructions to CI to use the same in connection with the CI Programs. i. “Confidential Information” means all information, data, and material one party hereto (the receiving party) obtains from the other party (the disclosing party) in connection with this Agreement; provided, that Confidential Information does not include information that: (i) was known to the receiving party without restriction before receipt from the disclosing party; (ii) is publicly available through no fault of the receiving party; (iii) is rightfully received by the receiving party from a third party without a duty of confidentiality; or (iv) is independently developed by the receiving party without reference to any Confidential Information of the disclosing party. Confidential Information also includes the terms of this Agreement, non-public personal or financial information relating to a party’s employees, customers or contractors, all trade secrets, processes, proprietary data, information or documentation and any pricing or product information the disclosing party provides to the receiving party. j. “Documentation” means the Service descriptions, playbooks, instructions and protocols set forth in digital or hard copy format and provided or made available to Customer by CI. k. “Effective Date” means the date set forth in the signature block of this Agreement. l. “Excused Downtime” means any of the following: (i) force majeure events as defined in Section 16.a. hereof; (ii) data transmission failures outside the control of CI; and (iii) scheduled and emergency maintenance outages. Schedule maintenance is generally conducted between the hours of 8 p.m. Saturday and 8 a.m. Sunday, U.S. Pacific Time. Maintenance outages include, without limitation, installation of software updates and patches, service packs and routine server and application configuration changes. CI may schedule a non-routine maintenance outage on an as needed basis in its sole discretion and, except in instances of emergency maintenance, will use commercially reasonable efforts to notify Customer forty-eight (48) hours in advance of any such outage. m. “Report” means any written summary, analysis, finding, schedule or other, similar document prepared for Customer by CI as part of the Services specified in the ordering SOS. n. “Security Breach” means the actual or suspected unauthorized third-party access to or use of the CI Assets that compromises the security or functionality of such assets or the confidentiality or integrity of any Customer Confidential Information stored thereon. o. “Services” means the CI Products and CI Services together.