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Last modified
4/23/2021 2:49:51 PM
Creation date
5/26/2020 9:36:26 AM
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Contracts
Company Name
AVOLVE SOFTWARE CORPORATION
Contract #
N-2020-093
Agency
INFORMATION TECHNOLOGY
Expiration Date
10/1/2020
Insurance Exp Date
1/2/2021
Destruction Year
2025
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a�%�e, <br />software <br />Customer Connection. During the Term, the Customer is responsible for obtaining and maintaining <br />connection to the Avolve SAAS Solution, including the Internet connection. Avolve shall not be <br />responsible for any inadequacy or lack of functionality of Customer's connection to the Avolve SAAS <br />Solution or the inability of the Customer's computer, telecommunications provider, or other <br />equipment and capabilities to access or use the Avolve SAAS Solution. <br />g. Third Party Service Providers and Components. Notwithstanding anything to the contrary in this <br />Agreement or any other documents between Avolve and Customer, Customer acknowledges and <br />agrees as follows. <br />1. The Avolve SAAS Solution and its component parts are protected by copyright and <br />other propriety rights of Avolve and one or more third party software vendors <br />(including Oracle and Open Text Corporation ("OTC') (all such third party vendors, <br />including without limitation Oracle and OTC, shall be referred to herein as "third <br />party vendors' or "third party software vendors"). Customer may be held directly <br />responsible by such third party vendors for acts relating to the Avolve SAAS Solution <br />component parts that are not authorized by this Agreement. Customer's use of such <br />third party software is limited to only in conjunction with Avolve SAAS Solution and <br />Customer acknowledges that it is not allowed to modify such third party software or <br />use it independent from Avolve SAAS Solution. TO THE MAXIMUM EXTENT <br />PERMITTED BY LAW, THE CUSTOMER WAIVES, AND WILL CAUSE ITS USERS TO WAIVE, <br />ALL CLAIMS AND CAUSES OF ACTION AGAINST SUCH THIRD PARTY SOFTWARE <br />VENDORS THAT ARISE UNDER THIS AGREEMENT. <br />2. If Customer purchases from Avolve hosting of the Avolve SAAS Solution on the <br />Microsoft® Windows AzureTm platform, the terms and conditions for such cloud <br />services as such may be updated by Microsoft Corporation from time to time, are <br />found online on at https://docs.microsoft.com/en-us/partner-center/agreements. <br />Customer should review the documents available on this website carefully to be sure <br />that Customer reviews the appropriate customer agreement. If Customer has <br />purchased Microsoft Cloud for US Government, review the customer agreement for <br />Microsoft Cloud for US Government. If Customer is purchasing commercial access, <br />the customer agreement for commercial access for the United States applies. Upon <br />Customer's request, Avolve will provide Customer with assistance on finding and/or <br />a copy of the appropriate Microsoft customer agreement. Customer acknowledges <br />and agrees THAT (A) THE HOSTED SERVICES WILL BE PERFORMED SOLELY AND <br />EXCLUSIVELY SUBJECT TO THE APPLICABLE MICROSOFT CORPORATION'S CUSTOMER <br />AGREEMENT (the "Microsoft Customer Agreement) , (B) THAT AVOLVE DOES NOT <br />GUARANTY MICROSOFT CORPORATION'S OBLIGATIONS PURSUANT TO THE <br />MICROSOFT CUSTOMER AGREEMENT, AND (C) NOR CAN AVOLVE GRANT ANY <br />WARRANTIES OR ADDITIONAL TERMS TO THE CUSTOMER AS TO THE HOSTED <br />SERVICES UNDER THIS AGREEMENT. THE HOSTED SERVICES ARE SOLELY GOVERNED <br />BY THE MICROSOFT CUSTOMER AGREEMENT, TO WHICH AVOVLE IS NOT A PARTY. <br />Microsoft Corporation makes certain service level commitments to its customers, <br />which are available online in the Microsoft Corporation's SLAB at <br />https://azure.microsoft.com/en-us/supportAegal/sla/summary/. If Customer <br />desires to make a claim under the Microsoft Corporation SLAB, Customer shall submit <br />the claim through Avolve. Avolve will escalate the claim to Microsoft Corporation for <br />review. If Microsoft Corporation determines that a credit is due, Avolve will credit <br />Customer the amount Microsoft Corporation has paid to Avolve for the SLA credit <br />promptly after receiving the credit from Microsoft Corporation. <br />N39664v202092017 Page 6 of 30 <br />
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