Terms covering Subscription Orders (SOs)

1

The Client will

  1. Be responsible for Users’ compliance with this Agreement, Documentation and SO Exhibits
  2. Be responsible for the accuracy, and legality of the data and the means by which it is acquired.
  3. Use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify Chain-Sys promptly of any such unauthorized access or use
  4. Use the Services only in accordance with this Agreement, Documentation, Exhibits and applicable laws and government regulations
  5. Comply with terms of service of any systems you integrate into Vendor’s Software offered as a Subscription

The Client will not

  • Make any Service available to, or use any Service for the benefit of anyone other than the Client or Users, unless expressly stated otherwise in an Exhibit or the Documentation
  • Sell, resell, license, sublicense, distribute, make available, rent or lease any Service, or include any Service in a service bureau or outsourcing offering
  • Use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights
  • Use a Service to store or transmit malicious code
  • Interfere with or disrupt the integrity or performance of any Service or third-party data contained therein
  • Attempt to gain unauthorized access to any Service or its related systems or networks
  • Permit direct or indirect access to or use of any Service in a way that circumvents a contractual usage limit
  • Copy a Service or any part, feature, function or user interface thereof
  • Reverse engineer any Service (to the extent such restriction is permitted by law)

The Client shall be exclusively responsible for the supervision, management and control of its use of the Service, including but not limited to:

  • Assuring proper configuration of the designated Services
  • Establishing adequate operating methods; and
  • Implementing procedures sufficient to satisfy its obligations for security under this Agreement, including appropriate action between it and its employees to prevent misuse

2

Heading

Any use of the Subscription Software in breach of this Agreement, Documentation or Exhibit by the Client that in Chain-Sys’ judgment threatens the security, integrity or availability of the Services, may result in corrective action up to or including the
immediate suspension of the Software Subscription, however Chain-Sys will use commercially reasonable efforts under the circumstances to provide the Client with 30 days of notice and an opportunity to remedy such violation or threat prior to such
suspension.

3

Title

CHAIN-SYS CORPORATION, a Michigan corporation (CHAIN-SYS CORPORATION), retains title to the Subscribed Software, including the computer program (whether in source or object code or both), all written documentation, and any ancillary data or information concerning the Subscribed Software, excluding all Client’s data, configurations and setups. All rights in patents, copyrights, trademark, trade secrets and all other intellectual and proprietary rights applicable to the Subscribed Software, including the computer program and all ancillary written documentation and materials will remain the property of CHAIN-SYS CORPORATION. Additionally, the Vendor retains any and all rights in patents, copyrights, trademark, trade secrets and all other intellectual and proprietary rights applicable to the distribution of the Software.

4

Warranty and disclaimer

Vendor warrants and limits its liability in connection with the Subscription Service as follows:

  1. Vendor warrants that the Service, when properly configured and used by the Client and Users, will substantially conform with the specifications in the related documentation in effect at the then current time.
  2. Vendor’s entire liability and the Client’s exclusive remedy shall be, at Vendor’s sole and absolute discretion, either (i) the repair or replacement of any warranted Service, which does not meet the respective warranty given above, or (ii) termination of the remaining subscription term for the warranted Service.
  3. This warranty does not apply to any damages, malfunctions, or non-conformities caused to or by:
    1. Client’s use of the Service in violation of the Subscription granted under this agreement or in a manner inconsistent with any provided documentation;
    2. Use of non-standard equipment, software or facilities;
    3. Client’s failure to permit timely access, remote or otherwise to Vendor;
    4. A Service that have been improperly configured by the Client or a third party
  5. THE FOREGOING ARE VENDOR’S ONLY WARRANTIES AND ARE
    EXPRESSLY MADE IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY
    WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE,
    MERCHANTABILITY OR OTHERWISE.
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