SOFTWARE AS A SERVICE (SaaS) TERMS OF USE
These Software as a Service (SaaS) Terms of Use (these “Terms”) govern the provision, by Our Sunday Visitor, Inc., an Indiana corporation (“OSV”), of SaaS Services and other services or products provided to a customer (“Customer”) related thereto, as well as Customer’s use and enjoyment of the Software, related Maintenance Services, and any Other Services provided under the Offer or otherwise under the SaaS Agreement, or any Orders related thereto.
DEFINITIONS
1.1 “Administrator(s)” means each Customer employee designated by Customer to serve as technical administrator of the SaaS Services on Customer’s behalf who maintains his or her own unique user identification and password as required by OSV.
1.2 “Customer Content” means all data and materials provided by Customer to OSV for use in connection with the SaaS Services, including, without limitation, customer applications, data files, and graphics.
1.3 “Documentation” means the user guides, online help, release notes, training materials and other documentation provided or made available by OSV to Customer regarding the use or operation of the SaaS Services.
1.4 “End User” means any Customer-authorized staff member other than the Administrator who will access and utilize the Software on behalf of the Customer via a unique user identification and password combination.
1.5 “Host” means the computer equipment on which the Software is installed, which is owned and operated by OSV or its subcontractors.
1.6 “Maintenance Services” means the support and maintenance services provided by OSV in conjunction with its SaaS Services and Software to Customer pursuant to the SaaS Agreement.
1.7 “Offer” means the Software as a Service Offer provided by OSV to Customer outlining the Services provided, pricing, the Subscription Term, and other terms and condition.
1.8 “Order” means a written document executed by OSV and Customer that identifies the SaaS Services, Maintenance Services, Other Services or other products and services being procured under the terms and conditions of the SaaS Agreement. For the avoidance of doubt, the Offer is an Order.
1.9 “Other Services” means all technical and non-technical services performed or delivered by OSV under the SaaS Agreement, or any Orders related thereto, including, without limitation, implementation services and other professional services, training and education services but excluding the SaaS Services and the Maintenance Services. Other Services will be provided on a time and material basis at such times or during such periods, as may be specified in an Order or as otherwise mutually agreed to by the parties. All Other Services will be provided on a non-work for hire basis.
1.10 “SaaS Agreement” means, collectively: (a) any and all Orders including, without limitation, the Offer, (b) these Terms, (c) the https://www.osv.com/privacy-policy/, (d) the https://www.osv.com/osv-saas-support-and-maintenance-services-policy/, and (e) any other terms, conditions, policies or other materials incorporated by OSV by reference.
1.11 “SaaS Services” refer to the specific OSV’s internet-accessible service that provides use of OSV’s Software that is hosted by OSV or its services provider and made available to Customer over a network on a subscription term-use basis.
1.12 “Services” shall mean, collectively or individually as applicable, the SaaS Services, the Maintenance Services and the Other Services.
1.13 “Software” means the object code version of the OSV software and any other software, as set forth on an applicable Order, or as otherwise agreed in writing by OSV, to which Customer is provided access as part of the SaaS Services, including any updates or new versions.
1.14 “Subscription Term” shall mean that period specified in the Offer during which Customer will have on-line access and use of the Software through OSV’s SaaS Services. The Subscription Term shall renew for successive 12-month periods unless written notice of non-renewal is received by either party at least 60 days prior to any renewal date.
SAAS SERVICES
2.1 During the Subscription Term and subject to Customer’s payment in full of all amounts due under the SaaS Agreement, OSV hereby grants to Customer a nonexclusive, non-assignable, royalty free, worldwide right to access and use the SaaS Services solely for its internal business operations subject to the terms of the SaaS Agreement.
2.2 Customer acknowledges that the SaaS Agreement is a services agreement and OSV will not be delivering copies of the Software to Customer as part of the SaaS Services.
RESTRICTIONS
3.1 Customer shall not, and shall not permit anyone to: (a) copy or republish the SaaS Services or Software, (b) make the SaaS Services available to any person other than Administrators and End Users, (c) use or access the SaaS Services to provide service bureau, time-sharing or other computer hosting services to third parties, (d) modify or create derivative works based upon the SaaS Services or Documentation, (e) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the Software used to provide the SaaS Services or in the Documentation, (f) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the SaaS Services, except and only to the extent such activity is expressly permitted by applicable law, or (g) access the SaaS Services or use the Documentation in order to build a similar product or competitive product. Subject to the limited licenses granted herein, OSV shall own all right, title and interest in and to the Software, services, Documentation, and other deliverables provided under the SaaS Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein. Customer agrees to assign all right, title and interest it may have in the foregoing to OSV.
CUSTOMER RESPONSIBILITIES
4.1 Assistance. Customer shall provide commercially reasonable information and assistance to OSV to enable OSV to deliver the SaaS Services. Upon request from OSV, Customer shall promptly deliver Customer Content to OSV in an electronic file format specified and accessible by OSV. Customer acknowledges that OSV’s ability to deliver the SaaS Services may depend upon the accuracy and timeliness of such information and assistance.
4.2 Compliance with Laws. Customer shall comply with all applicable local, state, national and foreign laws in connection with its use of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Customer acknowledges that OSV exercises no control over the content of the information transmitted by the Customer, its Administrators or its End Users through the SaaS Services. Customer shall not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.
4.3 Unauthorized Use; False Information. Customer shall: (a) notify OSV immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (b) report to OSV immediately and use reasonable efforts to stop any unauthorized use of the SaaS Services that is known or suspected by Customer or any of its Administrators or End Users, and (c) not provide false identity information to gain access to or use the SaaS Services.
4.4 Administrator and End User Access. Customer shall be solely responsible for the acts and omissions of its Administrators and End Users. OSV shall not be liable for any loss of data or functionality caused directly or indirectly by the Administrators and End Users.
4.5 Customer Input. Customer is solely responsible for collecting, inputting and updating all Customer Content stored on the Host, and for ensuring that the Customer Content does not (a) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or (b) contain anything that is obscene, defamatory, harassing, offensive or malicious. Customer shall: (x) notify OSV immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (y) report to OSV immediately and use reasonable efforts to stop any unauthorized use of the Services that is known or suspected by Customer or any of its Administrators or End Users, and (z) not provide false identity information to gain access to or use the Services.
4.6 License from Customer. Subject to the terms and conditions of the SaaS Agreement, Customer hereby grants to OSV a limited, non-exclusive and non-transferable license, to copy, store, configure, perform, display and transmit Customer Content and analyze anonymized data that is privacy protected solely as necessary to provide and enhance the SaaS Services to Customer.
4.7 Ownership and Restrictions. Customer retains ownership and intellectual property rights in and to its Customer Content. OSV or its licensors retain all ownership and intellectual property rights to and in the Services, the Software and anything developed or delivered under the SaaS Agreement.
4.8 Suggestions. OSV shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services or the Software any suggestions, enhancement requests, recommendation or other feedback provided by Customer, including Administrators and End Users.
ORDERS AND PAYMENT
5.1 Orders. Customer shall order SaaS Services and make payments pursuant to the applicable Order. All services acquired by Customer shall be governed exclusively by the SaaS Agreement. Except as otherwise provided in these Terms, in the event of a conflict between the terms of an Order and these Terms, these Terms shall control, provided that additional detail provided in an Order that can be read harmoniously with these Terms shall not be deemed to be a conflict.
5.2 Invoicing and Payment. Unless otherwise provided in the applicable Order, OSV shall invoice Customer for all fees on an Order’s effective date. Customer shall pay all invoices within 15 days after the date of the invoice. Except as expressly provided otherwise, fees are non-refundable. All fees are stated in United States Dollars and must be paid by Customer to OSV in United States Dollars.
5.3 Expenses. Customer shall reimburse OSV for its reasonable, out-of-pocket travel and related expenses incurred in performing the Services. OSV shall notify Customer prior to incurring any such expense.
5.4 Taxes. OSV shall bill Customer for applicable taxes as a separate line item on each invoice unless and until OSV receives acceptable documentation from Customer verifying Customer’s exemption from all sales, use and similar taxes. Customer shall be responsible for payment of all sales and use taxes, value added taxes (VAT), or similar charges relating to Customer’s purchase and use of the Services, provided that, Customer shall not be liable for taxes based on OSV’s net income, capital or corporate franchise.
TERM AND TERMINATION
6.1 Term of SaaS Agreement. The term of the SaaS Agreement shall begin on the date the Offer is signed by Customer and shall continue for the Subscription Term unless earlier terminated pursuant to the terms of the SaaS Agreement.
6.2 Termination. Either party may terminate the SaaS Agreement immediately upon a material breach by the other party that has not been cured within thirty (30) days after receipt of notice of such breach.
6.3 Suspension of Services.
(a) Non-Payment. OSV reserves the right to suspend delivery of the Services if Customer fails to timely pay any undisputed amounts due to OSV under the SaaS Agreement, but only after OSV notifies Customer of such failure and such failure continues for fifteen (15) days after the date of such notice. Suspension of the Services shall not release Customer of its payment obligations under the SaaS Agreement.
(b) Ongoing Harm. OSV reserves the right to suspend delivery of the Services if OSV reasonably concludes that Customer or an Administrator’s or End User’s use of the Services is causing immediate and ongoing harm to OSV or others. In the extraordinary case that OSV must suspend delivery of the Services, OSV shall immediately notify Customer of the suspension and the parties shall diligently attempt to resolve the issue.
(c) Limitation of Liability. OSV SHALL NOT BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LIABILITIES, CLAIMS OR EXPENSES ARISING FROM OR RELATING TO SUSPENSION OF THE SERVICES IN ACCORDANCE WITH THIS SECTION 6.3. NOTHING IN THIS SECTION 6.3 SHALL LIMIT OSV’S RIGHTS UNDER SECTION 6.4 BELOW.
6.4 Effect of Expiration or Termination
(a) Upon termination of the SaaS Agreement or expiration of the Subscription Term, OSV shall immediately cease providing the Services and all usage rights granted under the SaaS Agreement shall terminate except that Customer’s Administrator(s) and End Users shall have view-only access to the data stored by OSV as part of the SaaS Services for a period of sixty (60) days after such termination.
(b) If OSV terminates the SaaS Agreement due to a breach by Customer, then Customer shall immediately pay to OSV all amounts then due under the SaaS Agreement and to become due during the remaining then-current Subscription Term, but for such termination. If Customer terminates the SaaS Agreement due to a breach by OSV, then OSV shall immediately repay to Customer all prepaid amounts for any unperformed SaaS Services scheduled to be delivered after the termination date.
(c) Upon termination of the SaaS Agreement and upon subsequent written request by the disclosing party, the receiving party of tangible Confidential Information (as defined below) shall immediately return such information or destroy such information and, upon written request therefor, provide written certification of such destruction, provided that the receiving party may permit its legal counsel to retain one archival copy of such information in the event of a subsequent dispute between the parties.
WARRANTIES
7.1 Warranty. OSV represents and warrants that it will provide the Services in a professional manner consistent with general industry standards and that the SaaS Services will perform substantially in accordance with the Documentation. For any breach of a warranty, Customer’s exclusive remedy shall be as provided in Section 6 of these Terms. Customer acknowledges and agrees that certain aspects of the SaaS Services and Software interface with and share Customer Content with partner applications of third parties (“Partner Applications”). OSV makes no warranty with respect to any Partner Applications and disclaims all liability arising for any reason from such Partner Applications. Customer’s use and remedies with respect to such Partner Applications shall be pursuant to the applicable third-party agreements between Customer and the third-party provider of the Partner Application.
7.2 THE ONLY WARRANTIES PROVIDED BY OSV UNDER THE SAAS AGREEMENT ARE THOSE EXPRESSLY PROVIDED IN SECTION 7.1 ABOVE. OSV MAKES NO WARRANTY THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT OSV WILL CORRECT ALL SERVICES ERRORS. CUSTOMER ACKNOWLEDGES THAT OSV DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. SECTION 7.1 ABOVE SETS FORTH THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY OSV (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THE SAAS AGREEMENT. NEITHER OSV NOR ANY OF ITS LICENSORS OR OTHER SUPPLIERS WARRANT OR GUARANTEE THAT THE OPERATION OF THE SUBSCRIPTION SERVICE WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, NOR SHALL OSV OR ANY OF ITS SERVICE PROVIDERS BE LIABLE FOR UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER’S OR ANY USER’S DATA, FILES, OR PROGRAMS UNLESS CAUSED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF OSV. OSV DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL MEET ANY NON-U.S. PRIVACY OR SECURITY REGULATIONS OR REQUIREMENTS, OR ARE COMPLIANT WITH APPLICABLE LAWS OUTSIDE OF THE U.S.
LIMITATIONS OF LIABILITY
8.1 OSV (AND ANY LICENSOR OR OTHER SUPPLIER OF OSV) SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS, PROFITS, DATA OR USE OF ANY SERVICE, INCURRED BY OSV OR ANY THIRD PARTY IN CONNECTION WITH THE SAAS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE OR OSV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OSV’S AGGREGATE LIABILITY FOR DAMAGES UNDER THE SAAS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THE SAAS AGREEMENT DURING THE 12 MONTHS PRECEDING THE DATE THE CLAIM AROSE.
INDEMNIFICATION
9.1 If a third party makes a claim against OSV that is based on Customer’s acts or omissions under the SaaS Agreement or in connection with the use of the Services, or that the Customer Content infringes any patent, copyright or trademark, or misappropriates any trade secret, Customer shall defend OSV and its directors, officers and employees against the claim at Customer’s expense and Customer shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Customer, to the extent arising from the claim.
CONFIDENTIALITY
10.1 Definition. “Confidential Information” means any information disclosed by a party to the other party, directly or indirectly, which, (a) if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,” (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the receiving party to be “confidential” or “proprietary” within 30 days of such disclosure, (c) is specifically deemed to be confidential by the terms of the SaaS Agreement, or (d) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself. Confidential Information will also include information disclosed by third parties to a disclosing party under an obligation of confidentiality. Subject to the display of Customer Content as contemplated by the SaaS Agreement, Customer Content is deemed Confidential Information of Customer. OSV Software and Documentation are deemed Confidential Information of OSV.
10.2 Confidentiality. During the term of the SaaS Agreement and for 5 years thereafter (or, in the case of trade secrets, for so long as the information remains a trade secret under applicable law, or in the case of software, perpetually), each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under the SaaS Agreement, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party’s Confidential Information, and which are provided to the party hereunder. Each party may disclose Confidential Information of the other party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving party.
10.3 Exceptions. Confidential Information excludes information that: (a) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving party, (b) is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations with respect to the information disclosed, or (c) is independently developed by the receiving party without use of the Confidential Information as demonstrated by the written records of the receiving party. The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving party shall use reasonable efforts to promptly notify and assist the other party prior to such disclosure in order to seek a protective order or otherwise prevent or limit such disclosure. Each party may disclose the existence of the SaaS Agreement and the relationship of the parties but agrees that the specific terms of the SaaS Agreement will be treated as Confidential Information; provided, however, that each party may disclose the terms of the SaaS Agreement to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers and investors.
GENERAL PROVISIONS
11.1 Non-Exclusive Service. Customer acknowledges that Services are provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict OSV’s ability to provide the Services or other technology, including any features or functionality first developed for Customer, to other parties.
11.2 Personal Data. Customer hereby acknowledges and agrees that OSV’s performance of the SaaS Agreement may require OSV to process, transmit and/or store Customer personal data or the personal data of Customer community members, employees and affiliates (“Personal Data”). By submitting Personal Data to OSV, Customer agrees that OSV and its affiliates may process, transmit and/or store Personal Data as necessary to enable OSV to perform its obligations under the SaaS Agreement. Customer agrees to secure any and all consents required by applicable law from community members for use of their Personal Data as contemplated herein. In relation to all Personal Data provided by or through Customer to OSV, Customer will be responsible as sole data controller for complying with all applicable data protection or similar laws that regulate the processing of Personal Data and special categories of data as such terms are defined in any applicable laws. Customer agrees to obtain all necessary consents and make all necessary disclosures before including Personal Data in Customer Content and using OSV’s Services and Software. Customer confirms that Customer is solely responsible for any Personal Data that may be contained in Customer Content, including any information which any Administrator(s) or End User(s) share with third parties on Customer’s behalf. Customer is solely responsible for determining the purposes and means of processing Customer’s Personal Data by OSV under the SaaS Agreement, including that such processing according to Customer’s instructions will not place OSV in breach of applicable data protection laws. Prior to processing, Customer shall inform OSV about any special categories of data contained within Customer’s Personal Data and any restrictions or special requirements in the processing of such special categories of data, including any cross-border transfer restrictions. Customer is responsible for ensuring that the processing of such special categories of data by OSV meets such restrictions or special requirements.
11.3 OSV Personal Data Obligations. In performing the SaaS Services, OSV shall comply with the OSV Privacy Policy, which is available at https://www.osv.com/privacy-policy/ and is incorporated herein by reference. The OSV Privacy Policy is subject to change at OSV’s discretion; however, OSV policy changes will not result in a material reduction in the level of protection provided for Customer Content during the period for which fees for the Services have been paid. OSV’s obligations with respect to personal data protection is solely limited to those expressly set forth in these Terms and in the OSV Privacy Policy. OSV reserves the right to provide the SaaS Services from Host locations, and/or through use of subcontractors, worldwide. OSV shall only process Customer Content in a manner that is reasonably necessary to provide and enhance the Services. Customer agrees to provide any notices and obtain any consent related to OSV’s use of the Customer Content for provisioning the Services, including those related to the collection, use, processing, transfer and disclosure of personal information. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and retains ownership of all of Customer Content.
11.4 Assignment. Neither party may assign the SaaS Agreement or any right under the SaaS Agreement, without the consent of the other party, which consent shall not be unreasonably withheld or delayed; provided, however, that OSV may assign the SaaS Agreement to any subsidiary, affiliate, commonly-controlled entity or acquirer of all or substantially all of the business of OSV to which the SaaS Agreement relates, whether by merger, asset sale or otherwise. The SaaS Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns. Either party may employ subcontractors in performing its duties under the SaaS Agreement, provided, however, that such party shall not be relieved of any obligation under the SaaS Agreement.
11.5 Notices. Except as otherwise permitted in the SaaS Agreement, notices under the SaaS Agreement shall be in writing and shall be deemed to have been given (a) five (5) business days after mailing if sent by registered or certified U.S. mail, (b) when transmitted if sent by email or other electronic communication, provided that either (i) some evidence of receipt, including a response from the recipient, is received by the sender or (ii) a copy of the notice is promptly sent by another means specified in the section, or (c) when delivered if delivered personally or sent by express courier service.
11.6 Force Majeure. Except with respect to the obligation to pay amounts already due under the SaaS Agreement, each party will be excused from performance for any period during which, and to the extent that, such party or any subcontractor is prevented from performing any obligation or Service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and power failures.
11.7 Waiver. No waiver shall be effective unless it is in writing and signed by the waiving party. The waiver by either party of any breach of the SaaS Agreement shall not constitute a waiver of any other or subsequent breach.
11.8 Severability. If any term of the SaaS Agreement is held to be invalid or unenforceable, that term shall be reformed to achieve as nearly as possible the same effect permitted under applicable law as the original term, and the remainder of the SaaS Agreement shall remain in full force.
11.9 Entire SaaS Agreement. The SaaS Agreement (including all terms, conditions, policies and other material incorporated therein) contains the entire agreement of the parties and supersedes all previous oral and written communications by the parties, concerning the subject matter of the SaaS Agreement. The SaaS Agreement may be amended solely in a writing signed by both parties. Standard or printed terms contained in any purchase order, sales confirmation, acknowledgement or other similar document are deemed rejected and shall be void unless specifically accepted in writing by the party against whom their enforcement is sought; mere commencement of work or payment against such forms shall not be deemed acceptance of such terms.
11.10 Survival. Sections 3 and 6 through 11 of these Terms shall survive the expiration or termination of the SaaS Agreement for any reason.
11.11 Publicity. OSV may include Customer’s name and logo in its customer lists and on its website. Upon signing, OSV may issue a high-level press release announcing the relationship and the manner in which Customer will use the OSV solution. OSV shall coordinate its efforts with appropriate communications personnel in Customer’s organization to secure approval of the press release if necessary.
11.12 No Third-Party Beneficiaries; Third Party Software or Services. The SaaS Agreement is an agreement between the parties, and confers no rights upon either party’s employees, agents, contractors, partners of customers or upon any other person or entity. Any third-party software or services provided in connection with the Services are provided pursuant to the terms and conditions of the applicable third party and can be made available upon request.
11.13 Independent Contractor. The parties have the status of independent contractors, and nothing in the SaaS Agreement nor the conduct of the parties will be deemed to place the parties in any other relationship. Except as provided in the SaaS Agreement, neither party shall be responsible for the acts or omissions of the other party or the other party’s personnel.
11.14 Statistical Information. OSV may anonymously compile statistical information related to the performance of the Services for purposes of improving and expanding the Service, provided that such information does not identify Customer’s data or include Customer’s name.
11.15 Governing Law. The SaaS Agreement shall be governed by the laws of the State of Indiana, excluding its conflict of law principles.
11.16 Compliance with Laws. Customer is responsible for assuring that Customer’s use and receipt of the Services and any other products and services of OSV hereunder comply with all applicable local, state, national and foreign laws and regulations, including those laws related to data privacy, international communications, and the transmission of technical or personal data.
11.17 Dispute Resolution. Customer’s satisfaction is an important objective to OSV in performing its obligations under the SaaS Agreement. Except with respect to intellectual property rights, if a dispute arises between the parties relating to the interpretation, performance or grounds of termination under the SaaS Agreement, the parties agree to hold a meeting within fifteen (15) days of written request by either party, attended by individuals with decision-making authority, regarding the dispute, to negotiate, in good faith, a resolution of the dispute prior to pursuing other available remedies. If, within 15 days after such meeting, the parties have not succeeded in resolving the dispute, either party may protect its interests by any lawful means available to it subject to the terms of Section 11.18 below.
11.18 Jurisdiction/Venue. If any dispute relating to the SaaS Agreement is not resolved in accordance with Section 11.17 above, the parties agree that the sole and exclusive venue for filing and prosecution of any lawsuits and causes of action shall be the Superior or Circuit Courts in Allen County, Indiana, or the US District Court for the Northern District of Indiana. Each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such action or proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the proceeding shall be heard and determined only in any such court and agrees not to bring any proceeding arising out of or relating to the SaaS Agreement in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained agreement between the parties irrevocably to waive any objections to venue or to convenience of forum.
11.19 Signatures. The SaaS Agreement may be executed in multiple counterparts, each of which when executed will be an original, and all of which, when taken together, will constitute one agreement. Delivery of a signed (including e-signed) counterpart of a signature page of the SaaS Agreement by facsimile, digital signature service provider or other electronic transmission (including via pdf) will be effective as delivery of a manually executed counterpart.
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