Service Level Agreement (SLA) - Patton Cloud Service

 
 

In consideration of your use of the Patton Cloud Service, the mutual promises contained herein, and other valuable consideration acknowledged to have been exchanged, Patton and the End User agree as follows:

1. LEGAL NOTICES:

A. To access and/or use this Cloud Service, you must agree to this SLA. If You do not agree to such terms and conditions, you may not access or use the Cloud Service. Please review the SLA carefully prior to clicking "I Agree" below.

B. EFFECT OF CLICKING "I AGREE"
By clicking "I Agree" below, or paying the subscription fee, you acknowledge that you have read, understood and agree to be bound by and comply with this Agreement. IF YOU DO NOT AGREE TO THIS AGREEMENT OR YOU ARE NOT AUTHORIZED TO ACCEPT THE TERMS OF THIS AGREEMENT ON BEHALF OF YOUR COMPANY OR OTHER LEGAL ENTITY, YOU MAY NOT ACCESS AND/OR USE THE CLOUD SERVICE.

2. DEFINITIONS:

All capitalized terms in this Agreement have the meanings set out in the SLA unless otherwise defined herein. As used in this Agreement, the following terms have the meanings set out below:

"Applicable Period" means the 12-month time period in which a Service is provided.

"Applicable Service Fees" means the fees paid for the Service within the Applicable Period.

"Cloud Portal" means the web interface, provided by Patton, through which End Users may use and manage the Service.

"Cloud Service" means the Patton Cloud hosted service which enables Patton SmartNode and other device management.

"Effective Date" means the date that you first access the Service.

"End User" refers to the user entity that has purchased the Patton Cloud Service.

"Error Code" means an indication that an operation has failed, such as an HTTP status code in the 5xx range.

"Incident" means (i) any single event, or (ii) any set of events, that result in Downtime.

"ICDR" means International Center for Dispute Resolution.

"Loses" includes claims, judgments, settlements, attorney fees, costs and the like.

"Organization" refers to the organization entity within the Patton Cloud Service.

"PATTON" and "We" means Patton Electronics Company and its affiliates and subsidiaries with executive offices at 7622 Rickenbacker Drive, Gaithersburg, MD 20879.

"PATTON Confidential Information" means all nonpublic information disclosed by us, our affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. PATTON Confidential Information includes: (a) nonpublic information relating to our or our affiliates or business partners' technology, End Users, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. PATTON Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the PATTON Confidential Information.

"SLA" means this Service Level Agreement.

"Service Level" means the performance metric(s) set forth in this agreement that Patton agrees to meet in the delivery of the Service.

"Service" refers to a set of computing resources and software utilized to provide users and organizations Patton provided cloud functionality.

"Service Credit" is the percentage of the Applicable Service Fees credited to you following Patton's claim approval.

"Success Code" means an indication that an operation has succeeded, such as an HTTP status code in the 2xx range.

"Your Authorized Users" means those End Users who you have authorized to use the Service consistent with this agreement.

"Your Content" means configurations and provisioning data hosted on the Service.

"User Connectivity" is bi-directional network traffic over supported protocols such as HTTP and HTTPS that can be sent and received between the user and the service over the public Internet.

3. CHANGES TO THE CLOUD SERVICE OR SLA

A. We may change or discontinue any or all of the Cloud Service or change or remove functionality of any or all of the Cloud Service from time to time. We will notify you of any material change to or discontinuation of the Cloud Service. This agreement may be modified from time to time.

B. The Cloud Service may not be available to You and/or Your Authorized Users in every country or geographical location.

4. GRANT OF LICENSE

Subject to the terms and conditions herein and payment of the Applicable Service Fees, PATTON grants You a personal, non-exclusive, non- transferable, revocable license to use the Cloud Service solely for internal use by You and up to the number of Authorized Users authorized by your subscription. This Cloud Service is provided on a subscription basis and therefore the license rights apply only for the time period that You have paid the requisite Applicable Service Fees.

5. SECURITY AND DATA PRIVACY

A. Without limiting Sections 12,13 or 14 or your obligations under Section 6, we will implement reasonable and appropriate measures designed to help you secure Your Content against accidental or unlawful loss, access or disclosure.

B. We will not access or use Your Content except as necessary to maintain or provide the Cloud Service, or as necessary to comply with the law or a binding order of a governmental body. We will not (a) disclose Your Content to any government or third party or move Your Content except in each case as necessary to comply with the law or a binding order of a governmental body. Unless it would violate the law or a binding order of a governmental body, we will give you notice of any legal requirement or order referred to in this paragraph. We will only use your account information in accordance with the Privacy Policy, and you consent to such usage. The Patton Privacy Policy can be reviewed here: https://www.patton.com/legal/privacy.asp

6 YOUR RESPONSIBILITIES

A. Except to the extent caused by our breach of this Agreement, (i) you are responsible for all activities that occur under your account, regardless of whether the activities are authorized by you or undertaken by you, your employees or a third party, including your contractors, agents or End Users, and (ii) we and our affiliates are not responsible for unauthorized access to your account.

B. You will ensure that Your Content and your and End Users' use of Your Content or the Cloud Service will not violate any of the Acceptable Use Policies or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Your Content.

C. You are responsible for properly configuring and using the Cloud Service and otherwise taking appropriate action to secure, protect and backup your accounts and Your Content in a manner that will provide appropriate security and protection, that might include use of encryption to protect Your Content from unauthorized access and routinely archiving Your Content.

D. PATTON provided log-in credentials and private keys generated by the Cloud Service are for your internal use only and you will not sell, transfer or sublicense them to any other entity or person, except that you may disclose your private key to your agents and subcontractors performing work on your behalf.

E. You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this Agreement, Your Content or use of the Cloud Service. You are responsible for End Users' use of Your Content and the Cloud Service. You will ensure that all End Users comply with your obligations under this Agreement and that the terms of your agreement with each End User are consistent with this Agreement. If you become aware of any violation of your obligations under this Agreement caused by an End User you will take immediate steps to rectify the misuse and notify Patton accordingly.

F. We may suspend your or any End User's right to access or use any portion or all of the Cloud Service immediately upon notice to you if we determine:

(i) your or an End User's use of the Cloud Service (ii) poses a security risk to the Cloud Service or any third party, (ii) could adversely impact our systems, the Cloud Service or the systems or content of any other PATTON End User, (iv) could subject us, our affiliates, or any third party to liability, or (v) could be fraudulent; (vi) you are, or any End User or Organization is, in breach of this Agreement; (vii) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; (viii) you are in breach of your payment obligations.

G. If we suspend your right to access or use any portion or all of the Cloud Service:

(i) you remain responsible for all fees and charges you incur during the period of suspension; and (ii) You will not be entitled to any service credits under the Service Level agreement for any period of suspension.

7. SERVICE GUARANTEES

A. Uptime Calculation
"Maximum Available Minutes" is the total accumulated minutes during the Applicable Period excluding Scheduled Maintenance Windows. Maximum Available Minutes is measured from when a User has been set up to when the same user is deleted.
"Scheduled Maintenance Window" refers to the pre-announced period of time during which a Service off-line for maintenance or upgrade purposes. The availability calculation excludes up to 4 annual schedule maintenance windows of up to 24h each. Scheduled maintenance will be announced at least 5 working days prior to the start of the window. Patton will schedule maintenance as far as possible in off-business hours (GMT nights, week-ends).
"Downtime" is the total accumulated minutes that are part of Maximum Available Minutes that have no User Connectivity.
"Uptime Percentage" for the Service is calculated as Maximum Available Minutes less Downtime divided by Maximum Available Minutes in the Applicable Period. Uptime Percentage is represented by the following formula:
Uptime % = (Maximum Available Minutes-Downtime) / Maximum Available Minutes X 100

B. Availability
The following Service Levels and corresponding Service Credits are applicable to End User's use of the Service:
Monthly Uptime Percentage Service Credit
>=99.5% 0%
<99.5% 10%
<99% 25%

C. Service Credits
If we do not achieve the Availability as described in this SLA, then you may be eligible for a credit towards a portion of your service fees.
Service Credits are your sole and exclusive remedy for any performance or availability issues for any Service under this SLA. You may not unilaterally offset your Applicable Service Fees for any performance or availability issues.
Service Credits apply only to fees paid for the Service for which a Service Level has not been met. The Service Credits awarded in any Applicable Period will not, under any circumstance, exceed your Applicable Service Fees.
If you purchased the Service from a reseller, you will receive a service credit directly from your reseller and the reseller will receive a Service Credit directly from us. The Service Credit will be based on the estimated retail price for the applicable Service, as determined by us in our reasonable discretion.
Claims For Service Credits
In order for Patton to consider a claim, you must submit the claim to End User support at Patton including all information necessary for Patton to validate the claim, including but not limited to: (i) a detailed description of the Incident; (ii) information regarding the time and duration of the Downtime; (iii) the number and location(s) of affected users (if applicable); and (iv) descriptions of your attempts to resolve the Incident at the time of occurrence.
For a claim related to the Service, we must receive the claim within two months of the end of the calendar month in which the Incident that is the subject of the claim occurred.
We will evaluate all information reasonably available to us and make a good faith determination of whether a Service Credit is owed. We will use commercially reasonable efforts to process claims during the subsequent month and within forty-five (45) days of receipt. You must be in compliance with the Agreement in order to be eligible for a Service Credit. If we determine that a Service Credit is owed to you, we will apply the Service Credit to your Applicable Service Fees.

Limitations
Service Credits do not apply to any performance or availability issues:
  • Due to factors outside our reasonable control (for example, natural disaster, war, acts of terrorism, riots, government action, or a network or device failure external to our data centers, including at your site or between your site and our data center);
  • That result from the use of Cloud Service, hardware, or software not provided by us, including, but not limited to, issues resulting from inadequate bandwidth or related to third-party software or Cloud Service;
  • Caused by your use of a Service after we advised you to modify your use of the Service, if you did not modify your use as advised;
  • During or with respect to preview, pre-release, beta or trial versions of a Service, feature or software (as determined by us);
  • That result from your unauthorized action or lack of action when required, or from your employees, agents, contractors, or vendors, or anyone gaining access to our network by means of your passwords or equipment, or otherwise resulting from your failure to follow appropriate security practicesThat result from your failure to adhere to any required configurations, use supported platforms, follow any policies for acceptable use, or your use of the Service in a manner inconsistent with the features and functionality of the Service (for example, attempts to perform operations that are not supported) or inconsistent with our published guidance;
  • That result from faulty input, instructions, or arguments (for example, requests to access files that do not exist);
  • That result from your attempts to perform operations that exceed prescribed quotas or that resulted from our throttling of suspected abusive behavior;
  • For functionality or licenses reserved, but not paid for, at the time of the Incident.

8. ACCEPTABLE USE POLICY

A. Use of the Cloud Service is subject to this Acceptable Use Policy ("Policy"). This Policy applies to anyone who uses the Cloud Service, including without limitation the legal entity or individual doing business with Patton, including resellers ("End User"), and any third party permitted by the End User to use or access the Cloud Service ("End Users"). End Users are required to inform their customers of this Policy. End Users and customers are referred to in this Policy as "You".

B. You agree not to use, or encourage, promote, facilitate or instruct others to use the Cloud Service to:
  • Commit or encourage fraudulent or other illegal activities in violation of any applicable law, regulation, legal agreement or Patton's published policies
  • Infringe or misappropriate any copyright, trademark or other intellectual property, proprietary right, license right, or legal content protections
  • Use, store, share, host, copy, distribute, display, publish, transmit or send content that is or may be deemed offensive, inflammatory, hateful, defamatory, discriminatory, obscene, abusive, invasive of privacy, harmful to others, or otherwise objectionable
  • Access or probe any network, computer or communications system, software application, or network or computing device systems ("Systems") without authorization, including but not limited to breaches, vulnerability scans or penetration testing
  • Attack, abuse, interfere with, surreptitiously intercept, or disrupt any users, Systems or Cloud Service, including but not limited to Denial of Service (DoS), unauthorized monitoring or crawling, distribution of malware (including but not limited to viruses, Trojan horses, worms, time bombs, spyware, adware, or cancelbots)
  • Distribute unwanted, unsolicited or harassing mass e-mail or other messages, promotions, advertising, or solicitations ("Spam")
  • Alter, forge or obscure mail headers or assume a sender's identity without the sender's express permission, nor collect replies to messages sent from another internet service provider if those messages violate this Policy or the acceptable use policy of that provider
  • Disable, interfere with, abuse, disrupt, intercept, circumvent or otherwise violate the security of the Cloud Service Patton and/or its affiliates

C. Patton has the right, but does not assume the obligation, to monitor and investigate violations of this Policy. Failure to comply with or breach of this Policy constitutes a material breach of the terms and conditions upon which You are permitted to use the Cloud Service, and at any time, may result in Patton taking any and all actions in its sole discretion, including with immediate effect based on our reasonable judgment, up to and including:
  • warnings;
  • suspending or terminating access to the Cloud Service;
  • removing or prohibiting access to content that violates this Policy;
  • legal proceedings against You for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
  • further legal action against You; and/or
  • disclosure of such information to law enforcement authorities as Patton reasonably feels is necessary or appropriate.
Patton excludes and disclaims all liability for actions taken in response to breaches of this Policy. The responses described in this Policy are not limited, and Patton may take any other action it reasonably deems appropriate.

D. The Service is evolving constantly, and Patton reserves the right to apply changes to the Service, the Cloud Portal and the associated Functionality. Deployment and activation of such changes will typically cause an interruption of parts of the Service for less than 1 minute. Such deployments can be done at any time. Scheduled Maintenance Windows will be announced only for major infrastructure changes that require a downtime of more than a few minutes.

9. ADMINISTRATIVE POLICY

This Administrative policy defines and regulates the commercial and operational handling of purchase orders associated with the Service.
Access to the Service is organized as follows:

An Organization has associated Users and a Subscription Plan. The Subscription Plan defines which Functionality the Organization has access to.
A new Organization is set up by Patton with associated Service Plan upon receipt of a Purchase Order. The Subscription Plan is active for a time period of 12 month starting on the activation date and ending 12 month later.
Activation of the Service: Patton will activate the service and any add-on devices or licenses in accordance with the payment terms of the End User.
An Initial User with full administrative rights is set up by Patton or by the End User with a provided subscription link.
Additional Users and, if applicable, sub-organizations are set-up by the Initial User. Definition and Assignment of roles to these users is under the control and responsibility of the Initial User and any other user with the corresponding administrative rights.
Deactivation of the Service: Patton may deactivate the Service for failure to comply with this SLA or for failure to pay the Applicable Service Fees. Notice of expiration: 4 weeks prior to the expiration date of the Service each User with the right to "Modify Organizations" will receive a notification by e-mail. End Users are expected to contact Patton Sales before the expiration date if the Subscription should be changed or terminated.
If no notification from the End User is received by Patton before the expiration date, the subscription will renew automatically for another period of 12 month and the corresponding fees become due.
Add-on purchases: additional devices and or cloud-based feature licenses may be purchased by the End User at any time during the Applicable Period. These purchases do not change the expiration date of the Subscription Plan.
Service upgrades from one Subscription Plan to another can be purchased at any time during the Applicable Period. A service upgrade renews the Applicable Period to 12 months starting on the activation date of the upgraded Service. The remaining pro-rated portion of the original Subscription Plan will be credited towards the Applicable Service Fees.
A Service Downgrade can be done at the end of the Applicable Period and must be announced to Patton at least 2 weeks prior to the expiration date of the active Subscription Plan.

10. TERM AND TERMINATION

A. The term of this Agreement will commence on the Effective Date and will remain in effect until terminated.

B. You may terminate this Agreement for any reason by providing us notice and closing your account for all Cloud Service for which we provide an account closing mechanism. We may terminate this Agreement for any reason by providing you at least 30 days notice.

C. Termination for Cause.

(i) By Either Party. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party. No later than the Termination Date, you will close your account.

(ii) By Us. We may also terminate this Agreement immediately upon notice to you (a) for cause if we have the right to suspend under Section 6, (b) if our relationship with a third-party partner who provides software or other technology we use to provide the Cloud Service expires, terminates or requires us to change the way we provide the software or other technology as part of the Cloud Service, or (c) in order to comply with the law or requests of governmental entities.

(iii) By Patton for nonpayment of the subscription fee or at the termination of one year after the Effective Date.

D. Effect of Termination.

(i) Upon the end of subscription term, all your rights under this Agreement immediately terminate;

(ii) you remain responsible for all fees and charges you have incurred through the Termination Date and are responsible for any fees and charges you incur during the post-termination period.

(iii) you will immediately return or, if instructed by us, destroy all PATTON content in your possession; and

(iv) some provisions of this agreement will survive termination that, by their nature, are reasonable to do so such as requirements for indemnification and those pertaining to confidentiality.

(v) we will not remove from the PATTON systems any of Your Content as a result of the termination; and

(vi) we will allow you to retrieve Your Content from the Cloud Service only if you have paid all amounts due under this Agreement.

E. For any use of the Cloud Service after the Termination Date, the terms of this Agreement will apply, and you will pay the applicable fees at the prevailing rates as set by Patton.

11. PROPRIETARY RIGHTS

A. Except as provided in this Section 11, we obtain no rights under this Agreement from you (or your licensors) to Your Content. You consent to our use of Your Content to provide the Cloud Service to you and any End Users.

B. You represent and warrant to us that: (a) you or your licensors own all right, title, and interest in and to Your Content and suggestions; (b) you have all rights in Your Content and suggestions necessary to grant the rights contemplated by this Agreement; and (c) none of Your Content or End Users' use of Your Content or the Cloud Service will violate the Acceptable Use Policy.

C. Cloud Service License. We or our licensors own all right, title, and interest in and to the Cloud Service, and all related technology and intellectual property rights. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to do the following: (i) access and use the Cloud Service solely in accordance with this Agreement; and (ii) copy and use the PATTON content solely in connection with your permitted use of the Cloud Service. Except as provided in this Section 11, you obtain no rights under this Agreement from us, our affiliates or our licensors to the Cloud Service, including any related intellectual property rights. Some PATTON content and Third-Party content may be provided to you under a separate license, such as the Apache License, Version 2.0, or other open source license. In the event of a conflict between this Agreement and any separate license, the separate license will prevail with respect to the PATTON content or Third-Party content that is the subject of such separate license.

D. License Restrictions. Neither you nor any End User will use the Cloud Service in any manner or for any purpose other than as expressly permitted by this Agreement. Neither you nor any End User will, or will attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Cloud Service (except to the extent Content included in the Cloud Service is provided to you under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile the Cloud Service or apply any other process or procedure to derive the source code of any software included in the Cloud Service (except to the extent applicable law doesn't allow this restriction), (c) access or use the Cloud Service in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (d) resell or sublicense the Cloud Service. You may only use the PATTON Marks in accordance with the Trademark Use Guidelines. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you except as expressly permitted by this Agreement.

12. INDEMNIFICATION

A. You will defend, indemnify, and hold harmless Patton, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses arising out of or relating to any third-party claim concerning: (a) your or any End Users' use of the Cloud Service (including any activities under your PATTON account and use by your employees and personnel); (b) breach of this Agreement or violation of applicable law by you, End Users or Your Content; or (c) a dispute between you and any End User. You will reimburse us for Losses as well as our employees' and contractors' time and materials spent responding to any third- party subpoena or other compulsory legal order or process associated with third party claims described in (a) through (c) above at our then-current hourly rates.

B. Intellectual Property.

(i) PATTON will defend you and your employees, officers, and directors against any third-party claim alleging that the Cloud Service infringe or misappropriate that third party's intellectual property rights and will pay the amount of any adverse final judgment or settlement.

(ii) You will defend PATTON, its affiliates, and their respective employees, officers, and directors against any third-party claim alleging that any of Your Content infringes or misappropriates that third party's intellectual property rights and will pay the amount of any adverse final judgment or settlement.

(iii) Neither party will have obligations or liability under this Section 12 alleging infringement by combinations of the Cloud Service or Your Content, as applicable, with any other product, service, software, data, content or method. In addition, PATTON will have no obligations or liability arising from your or any End User's use of the Cloud Service after PATTON has notified you to discontinue such use. The remedies provided in this Section 12 are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights by the Cloud Service or by Your Content.

(iv) For any claim covered by Section 12, PATTON will, at its election, either: (i) procure the rights to use that portion of the Cloud Service alleged to be infringing; (ii) replace the alleged infringing portion of the Cloud Service with a non-infringing alternative; (iii) modify the alleged infringing portion of the Cloud Service to make it non-infringing; or (iv) terminate the allegedly infringing portion of the Cloud Service or this Agreement.

The obligations under this Section 12 will apply only if the party seeking defense or indemnity: (a) gives the other party prompt written notice of the claim; (b) permits the other party to control the defense and settlement of the claim; and (c) reasonably cooperates with the other party (at the other party's expense) in the defense and settlement of the claim. In no event will a party agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the other party.

13. DISCLAIMERS

THE CLOUD SERVICE ARE PROVIDED "AS IS." EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE CLOUD SERVICE OR THE THIRD-PARTY CONTENT, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (C) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, THE APPLICABILITY OF THE UCC IS SPECIFICALLY DISCLAIMED AS THE CLOUD SERVICE ARE A SERVICE OFFERING (D) THAT THE CLOUD SERVICE OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (E) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED. THE PARTIES SPECIFICALLY DISCLAIM ANY APPLICATION OF THE CISG.

14. LIMITATIONS OF LIABILITY

WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, END USERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE CLOUD SERVICE, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE CLOUD SERVICE, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE CLOUD SERVICE, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE CLOUD SERVICE FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR CLOUD SERVICE; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE CLOUD SERVICE; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, OUR AND OUR AFFILIATES' AND LICENSORS' AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE NINE MONTHS BEFORE THE LIABILITY AROSE. YOU AGREE THAT NO CLAIM CAN BR BROUGHT AGAINST PATTON UNLESS NOTICE OF THE CLAIM WAS MADE TO PATTON EXECUTIVE OFFICES WITHIN 30 DAYS OF THE EVENT GIVING RISE TO SUCH CLAIM. YOU AGREE THAT ANY ACTION MUST BE BROUGHT WITHIN 180 DAYS FROM THE EVENT GIVING RISE TO ANY ACTION. THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS CONTRACT, OR A BREACH THEREOF, AT THE OPTION OF PATTON, SHALL BE ADJUDICATED UNDER ICDR RULES AND PROCEDURES TO BE CONDUCTED IN ENGLISH IN BALTIMORE MARYLAND. AGREEMENT TO ARBITRATE AS AFORESAID MUST FIRST BE OBTAINED FROM PATTON EXECUTIVE OFFICES. PATTON SPECIFICALLY DISCLAIMS LIABILITY FOR CRIMINAL ACTS BY THIRD PARTIES.

15. MODIFICATIONS TO THE AGREEMENT

We may modify this Agreement (including any Policies) at any time by posting a revised version on the PATTON Site. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Cloud Service after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the PATTON Site regularly for modifications to this Agreement.

16. MISCELLANEOUS

A. You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 16 will be void. We may assign this Agreement without your consent (a) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for PATTON as a party to this Agreement and PATTON is fully released from all of its obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.

B. You agree to keep all Patton Confidential Information confidential.

C. You agree to comply with all regulations, filings, registrations, licenses, approvals and consents required in your country or jurisdiction, including without limitation import, export or data privacy requirements.

D. This Agreement shall be governed by the laws of the State of Maryland, without regard to any conflicts of laws principles, and shall be binding on each Party's successors and assigns.

E. This Agreement constitutes the entire agreement of the parties with respect its subject matter, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, whether written or oral, with respect to such subject matter.

 
 
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