|
LATITUDE shall process Personal Information on behalf of Licensee,where LATITUDE shall act as
<br /> 'processor'and Licensee as'controller',within the meaning of article 4 of EU Regulation 2016/679. The Data
<br /> Protection Addendum shall qualify as a written instruction by Licensee.
<br /> 6.3 Legal Compliance. Licensee shall comply with all applicable privacy laws in connection with its use of the
<br /> Products and this Agreement.Without limiting the generality of the foregoing, Licensee will notify all of its personnel
<br /> and other individuals using the Online Services about the information handling practices detailed in this Article 6 and
<br /> the Privacy Policy, and will obtain all necessary consents required under applicable privacy law from such individuals
<br /> with respect to the foregoing. Licensee acknowledges and agrees that: (i)the Online Services are only offered in
<br /> jurisdictions in which the Online Services are not in violation of applicable privacy laws, including without limitation,
<br /> any"do not track"legislation, (the"Legal Jurisdictions"); (ii) Licensee is responsible for determining the legality of the
<br /> Online Services in the Licensee's jurisdiction; and (iii)all licenses and subscriptions granted to Licensee hereunder
<br /> are not valid outside the Legal Jurisdictions.
<br /> ARTICLE 7.TERM AND TERMINATION
<br /> The license is effective upon acceptance of this Agreement and shall continue until (i)such time that Licensee elects
<br /> in writing to discontinue use of the Product(s)and terminate the license; (ii)expiration of a Term License or
<br /> subscription; or(iii)either party terminates the license for a material breach that is not cured within thirty(30)days of
<br /> written notice to the other party, except that termination is immediate for a material breach of a nature that is
<br /> impossible to cure. Upon termination of a license, Licensee shall (i) stop accessing and using affected Product(s) (ii)
<br /> cease all access and use of Online Services and clear Online Services client-side data cache and (ii) uninstall,
<br /> remove, and destroy all copies of affected Product(s) in Licensee's possession or control, including any modified or
<br /> merged portions thereof, in any form, and execute and deliver evidence of such actions to LATITUDE or its
<br /> authorized distributor.
<br /> ARTICLE 8. LIMITED WARRANTIES AND DISCLAIMERS
<br /> 8.1 Limited Warranties. For a period of ninety(90)days from the date of receipt of Software or Online Services
<br /> authorization or keycode file(s) by Licensee, LATITUDE warrants that(i)the unmodified Software and Online
<br /> Services will substantially conform to the published Documentation and (ii)the media upon which the Software, Data,
<br /> and Documentation is provided will be free from defects in materials and workmanship under normal use and service.
<br /> 8.2 Data Disclaimer. If included under this Agreement, Licensee acknowledges and agrees that the Data has been
<br /> obtained from sources believed to be reliable, but the accuracy and completeness of the Data are not guaranteed
<br /> and the Data may contain some nonconformities, defects, errors, or omissions. LATITUDE AND ITS LICENSOR(S)
<br /> MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE DATA,AND THE DATA IS
<br /> PROVIDED"AS IS."Without limiting the generality of the preceding sentence, LATITUDE and its licensor(s) do not
<br /> warrant that the Data will meet Licensee's needs or expectations,that the use of the Data will be uninterrupted, or
<br /> that all nonconformities can or will be corrected. LATITUDE and its licensor(s) are not inviting reliance on the Data,
<br /> and Licensee should always verify Data before any such reliance.
<br /> 8.3 Fault Tolerance Disclaimer
<br /> a. The Product(s)are not fault-tolerant and are not designed, manufactured, or intended for resale or use in
<br /> insurance underwriting or with critical health and safety or online control equipment in hazardous
<br /> environments that require fail-safe performance, such as in the operation of nuclear facilities, aircraft
<br /> navigation, or communication systems, air traffic control, real-time emergency response, real-time terrorism
<br /> prevention or response, life support, or weapons systems ("Fault-Intolerant Activities"). LATITUDE AND ITS
<br /> LICENSOR(S) SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR
<br /> USE IN FAULT-INTOLERANT ACTIVITIES.
<br /> b. Intentionally deleted.
<br /> 8.4 Special Disclaimer. SAMPLE CODE, SAMPLE APPLICATIONS, SAMPLE EXTENSION, HOT FIXES,
<br /> EVALUATION SOFTWARE,AND BETA ARE DELIVERED"AS IS"WITHOUT WARRANTY OF ANY KIND.
<br /> LICENSEE ASSUMES ALL RISK AS TO THE QUALITY AND PERFORMANCE OF THE SAMPLE CODE, SAMPLE
<br /> APPLICATION, SAMPLE EXTENSION, HOT FIXES, EVALUATION SOFTWARE,AND BETA.
<br /> 8.5 Internet Disclaimer. THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A
<br /> NETWORK OF PRIVATE AND PUBLIC NETWORKS,AND THAT(1)THE INTERNET IS NOT A SECURE
<br /> INFRASTRUCTURE, (2)THE PARTIES HAVE NO CONTROL OVER THE INTERNET,AND (3) NONE OF THE
<br /> PARTIES ARE LIABLE FOR DAMAGES UNDER ANY THEORY OF LAW RELATED TO THE DISCONTINUANCE
<br /> L200 10/2018 Page 6 of 13
<br />
|