|
<br />
<br />
<br />
<br />
<br />Actuarial Services and Technology
<br />Licensing Agreement
<br />
<br /> Page 3
<br />any other applicable jurisdiction in effect from time to time (including, without limitation, when
<br />such export or re-export requires an export license or other governmental approval without first
<br />obtaining such license or approval). Without limiting the foregoing, Customer shall not permit any
<br />third parties to access or use the Services in violation of any United States export embargo,
<br />prohibition, or restriction.
<br />2.3 We utilize Microsoft Power BI to provide you certain aspects of the Services. Customer is
<br />responsible for its compliance with the Microsoft Online Services Terms that apply to the Power
<br />BI product, available at https://www.microsoft.com/en-us/licensing/product-licensing/products.
<br />2.4 Customer hereby agrees to indemnify and hold harmless Company against any damages, losses,
<br />liabilities, settlements and expenses (including without limitation costs and attorney’s fees) in
<br />connection with any claim or action that arises from Customer’s failure to comply with the terms
<br />of this Agreement or otherwise from Customer’s use of Services. Although Company has no
<br />obligation to monitor Customer’s use of the Services, Company may do so. Company reserves the
<br />right, in its sole discretion, to prohibit or suspend Customer’s use of the Services at any time
<br />Company believes such use to be in violation of this Agreement or otherwise harmful to the Service.
<br />2.5 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services
<br />needed to connect to, access or otherwise use the Services, including, without limitation, modems,
<br />hardware, servers, software, operating systems, networking, web servers and the like (collectively,
<br />“Equipment”). Customer shall also be responsible for maintaining the security of the Equipment,
<br />Customer account, passwords (including but not limited to administrative and user passwords) and
<br />files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge
<br />or consent.
<br />
<br />3. CONFIDENTIALITY; PROPRIETARY RIGHTS
<br />3.1 One party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has
<br />disclosed or may disclose business, technical or financial information relating to the Disclosing
<br />Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).
<br />Proprietary Information of Company includes non-public information regarding features,
<br />functionality and performance of the Service. Proprietary Information of Customer includes non-
<br />public data (“Customer Data”) provided by Customer to Company to enable the provision of the
<br />Services. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary
<br />Information, and (ii) not to use (except in performance of the Services or as otherwise permitted
<br />herein) or divulge to any third party any such Proprietary Information. The Disclosing Party agrees
<br />that the foregoing shall not apply with respect to any information after five (5) years following the
<br />disclosure thereof or any information that the Receiving Party can document (a) is or becomes
<br />generally available to the public, without any action by, or involvement of, the Receiving Party or
<br />(b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was
<br />rightfully disclosed to it without restriction by a third party, or (d) was independently developed
<br />without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed
<br />by law. The Receiving Party acknowledges that in the event of a breach of Section 3.1 by the
<br />Receiving Party, substantial injury could result to the Disclosing Party and money damages will
<br />not be a sufficient remedy for such breach. Therefore, in the event that the Receiving Party engages
<br />in, or threatens to engage in, any act which violates Section 3.1, the Disclosing Party will be
<br />entitled, in addition to all other remedies which may be available to it under law, to seek injunctive
<br />relief (including, without limitation, temporary restraining orders, or preliminary or permanent
<br />injunctions) and specific enforcement of the terms of Section 3.1. The Disclosing Party will not be
<br />required to post a bond or other security in connection with the granting of any such relief.
<br />3.2 Company shall own and retain all rights, title and interest in and to: (i) the Services and Software,
<br />together with all improvements, enhancements, modifications, changes, translations, compilation,
<br />and derivative works thereto, (ii) any software, applications, inventions or other technology
<br />DocuSign Envelope ID: 78D3A626-AEAC-4461-AE01-ECB7F35A867EDocuSign Envelope ID: 979F4EA5-B4B7-42B9-9BBA-3AC34697934B
|