SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT

Skada has updated its Software-as-a-Service (SaaS) Agreement (the “Agreement”), the terms of which are stated herein. Last updated: May 17, 2024 (the “Effective Date”).

1. INTRODUCTION

This Agreement sets out the general terms and conditions under which Skada agrees to provide, and Customer and End User agree to receive and use, the Services. By accessing or using the Services, Customer and End User acknowledge that they have read, understand, and agree to be bound by this Agreement. Those who do not agree with the terms of this Agreement should not access or use the Services.

1.1. The individual agreeing to this Agreement represents to Skada that they have the authority to bind Customer and any Affiliates to this Agreement.

1.2. To access or use the Services, an End User must sign up for an End User account by registering for an account and providing their full legal name, a valid email address, and any other information required to complete the registration process.

1.3. The administrator of Customer’s Account can modify or re-assign roles of End Users and otherwise exercise the rights granted to the Customer pursuant to this Agreement. If a Customer elects to replace the administrator of its Customer Account, such administrator must agree to take any actions reasonably necessary and requested by Skada or Customer to facilitate such transfer of authority. When utilizing the Services under a Customer Account, End Users may submit Customer Data in and to the Services, such as forms, messages, or files, and Customer may provide Skada with instructions on what to do with it. The choices and instructions of Customer’s administrator may result in the access, use, disclosure, modification or deletion of certain or all Customer Data.

2. SAAS SERVICES

2.1. Subject to the terms of this Agreement, Skada will use commercially reasonable efforts to provide Customer the Services. Skada reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

2.2. Access to the Services may be procured via an Order Form entered into by and between Customer and Skada, or Customer may procure the Services (including purchasing additional End User subscriptions) through Skada websites and Customer Settings. Customer must purchase a subscription for each End User who accesses or uses the Services.

3. RESTRICTIONS AND RESPONSIBILITIES

3.1. Customer is responsible for the conduct of its End Users and for ensuring that End Users abide by the terms of this Agreement at all times in connection with their use of the Services. It is Customer’s responsibility to (i) inform End Users of any relevant Skada policies, practices and settings that Customer elects to enforce related to its End Users’ use of the Services; (ii) obtain any rights, permissions or consents from its End Users that are necessary for Customer’s lawful use of the Services and the collection and processing of Customer Data by Skada in connection with Customer’s use of the Services; and (iii) respond to and resolve any dispute between Customer and an End User related to or based on Customer Data and/or Customer’s use of that Customer Data in connection with Customer’s use of the Services.

3.2. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Skada or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Skada hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Subscription Term only in connection with the Services.

3.3. Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

3.4. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with this Agreement and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Skada against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Skada has no obligation to monitor Customer’s use of the Services, Skada may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

3.5. Customer shall be responsible for obtaining and maintaining any Equipment needed to connect to, access or otherwise use the Services. Customer shall also be responsible for maintaining the security of the Equipment, Customer Account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer Account or the Equipment with or without Customer’s knowledge or consent. End Users are not permitted to share or use the same login credentials to the Services. Skada shall not be liable for any damages or losses that may occur as a result of Customer’s failure, or the failure of End Users, to maintain the confidentiality of their login credentials. Customer is responsible for notifying Skada at [e-mail] if it becomes aware of any unauthorized use of or access to its Customer Account or any End User account.

4. CONFIDENTIALITY; PROPRIETARY RIGHTS

4.1. The Receiving Party understands that the Disclosing Party has disclosed or may disclose Proprietary Information. Proprietary Information of Skada includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public Customer Data. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

4.2. The Receiving Party may access and disclose Confidential Information of the Disclosing Party to the extent legally required to do so in connection with any legal or regulatory proceeding; provided, however, that in such event the Receiving Party will, if lawfully permitted, provide the Disclosing Party with notice in a reasonable time prior to such access or disclosure so as to allow the Disclosing Party an opportunity to seek appropriate protective measures. The Receiving Party will furnish only that portion of the Confidential Information that is legally required to be disclosed, and any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure. If Skada is compelled by law to access or disclose Customer’s Confidential Information as part of a civil proceeding to which Customer is a party, Customer will reimburse Skada for the reasonable costs of compiling and providing secure access to such Confidential Information.

4.3. Skada shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

4.4. As between Customer and Skada, Customer shall own all intellectual property rights in and to the Customer Data. Customer grants to Skada on behalf of itself and its End Users a worldwide, non-sublicensable, non-transferrable (except in connection with the sale or transfer of its business), non-exclusive, limited license to access, use, copy, reproduce, process, adapt, distribute, publish, transmit, export and display the Customer Data as reasonably necessary (i) to provide, maintain and update the Services; (ii) to prevent or address service, security, support and technical issues; (iii) as required by law; and (iv) as expressly permitted by Customer in writing.

4.5. Notwithstanding anything to the contrary, Skada shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Skada will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Skada offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

5. FEES

5.1. Customer may purchase the Services either through Skada's website or by executing an order form. If the Parties execute an Order Form, Customer will pay Skada the then applicable Fees described in the Order Form for the Services and Implementation Services in accordance with the terms. Subscription Charges are billed in advance and are nonrefundable unless otherwise stated herein. If Customer’s use of the Services exceeds the Service Capacity or number of purchased End User accounts set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional Fees or Subscription Charges from the date of first usage by End Users who were not paid for in the manner provided herein. Skada reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the initial Subscription Term or then current renewal term. Unless otherwise agreed upon in writing, the Subscription Charges for a renewal of the Subscription Term or for any additional subscriptions purchased by Customer shall be calculated according to the price(s) then specified on Skada's website. If Customer believes that Skada has billed Customer incorrectly, Customer must contact Skada no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to [e-mail].

5.2. Unless otherwise expressly set forth in this Agreement or an Order Form, all Subscription Charges are due in full upon commencement of the Subscription Term. Unless a substitute payment mechanism has been agreed to by Skada, a valid credit card is required to subscribe to the Services and Customer authorizes Skada to automatically charge Customer’s selected payment method for Subscription Charges on or after the starting date of each subsequent Subscription Term unless Customer’s subscription to the Services terminates as set forth in Section 6.2 below. Skada may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Skada thirty (30) days after the mailing date of the invoice. If Customer fails to pay its Fees within five (5) days of Skada's notice to Customer that payment is delinquent, or if Customer does not update payment information upon Skada's request, in addition to Skada's other remedies, Skada may suspend access to and use of the Services by Customer and End Users. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer agrees to promptly update its Customer Account information, including payment information, with any changes that may occur (for example, a change in billing address or credit card expiration date). Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Skada’s net income.

5.3. If Customer chooses to upgrade its Service Plan or increase the number of End Users authorized to access and use a Service during a Subscription Term, any incremental Subscription Charges associated with such upgrade will be charged in accordance with the Subscription Charges that exist between Customer and Skada during the applicable Subscription Term. The subscription term for additional End Users shall be coterminous with the then-current Subscription Term for the existing End Users. In any subsequent Subscription Term, Customer’s Subscription Charges will reflect any such upgrades. Any discount provided to Customer is applicable only to the initial Subscription Term detailed in an Order Form and will not be applied to any subsequent Subscription Terms. Customer may not downgrade its Subscription Plan or reduce the number of End User subscriptions during any Subscription Term. If Customer desires to downgrade its Subscription Plan or reduce the number of End User subscriptions under any Subscription Plan for a subsequent Subscription Term, Customer must provide Skada with thirty (30) days written notice prior to the end of Customer’s then-current Subscription Term. Downgrading a Service Plan may cause loss of content, features, or capacity of the Services as available to Customer under its Customer Account, and Skada is not responsible for such loss. No credits or refunds will be issued for usage that is less than the purchased number of subscriptions or for unused time on subscriptions.

5.4. If Customer mandates Skada to use a vendor payment portal or compliance portal that charges Skada a subscription fee or a percentage of any uploaded invoice as a required cost of doing business, Customer shall be invoiced by Skada for, and Customer is obligated to pay, the cost of this fee.

6. TERM AND TERMINATION

6.1. Subject to earlier termination as provided below, this Agreement is for the initial Subscription Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the initial Subscription Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

6.2. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Skada may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

7. WARRANTY AND DISCLAIMER

Skada shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Skada or by third-party providers, or because of other causes beyond Skada’s reasonable control, but Skada shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, SKADA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND SKADA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8. LIMITATION OF LIABILITY

8.1. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) SHALL EITHER PARTY TO THIS AGREEMENT, OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS, BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA (WHERE SUCH DATA IS LOST IN THE COURSE OF TRANSMISSION VIA CUSTOMER’S SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF SKADA), BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY OTHER TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ITS AFFILIATES IN CONNECTION WITH THIS AGREEMENT, THE SERVICES OR PROFESSIONAL SERVICES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

8.2. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, SKADA AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND SKADA’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO SKADA FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT SKADA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3. THE LIMITATION OF LIABILITY PROVIDED FOR HEREIN APPLIES IN AGGREGATE TO ANY AND ALL CLAIMS BY CUSTOMER AND ITS AFFILIATES, AND SHALL NOT BE CUMULATIVE.

8.4. ANY CLAIMS OR DAMAGES THAT CUSTOMER MAY HAVE AGAINST SKADA SHALL ONLY BE ENFORCEABLE AGAINST SKADA, INC. AND NOT ANY OTHER ENTITY, NOR ANY OFFICERS, DIRECTORS OR REPRESENTATIVES OF SKADA OR ANY OTHER ENTITY.

9. USE OF THIRD PARTY SERVICES

The Services allow for various Third Party Services to be used in connection with the Services. Customer’s use of such Third Party Services, and any exchange of Customer Data between Customer and the provider of such Third Party Service is solely between Customer and the Third Party Service provider. Skada does not warrant or support any Third Party Service or other non-Skada product or service, regardless of whether such Third Party Service is promoted or made available through the Services or is designated by Skada as “certified” or “working with” the Services. Customer acknowledges that providers of such Third Party Services may have access to Customer Data in connection with the interoperation and support of such Third Party Service with the Services and that, as between Customer and Skada, Customer is solely responsible for reviewing and complying with such Third Party Service provider’s terms of use, practices and policies. To the extent Customer authorizes the access or transmission of Customer Data through a Third Party Service, Skada shall not be responsible for any use, disclosure, modification, or deletion of such Customer Data by the Third Party Service provider or for any act or omission on the part of such Third Party Service provider.

10. MISCELLANEOUS

10.1. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Skada’s prior written consent. Skada may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Skada in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. Skada shall have the right to use Customer’s name and logo in a factual manner for marketing or promotional purposes on Skada's website and in other communication with existing or potential Skada customers. Customer otherwise agrees to reasonably cooperate with Skada to serve as a reference account upon request.

10.2. Skada may, at its option, offer new customers a limited free trial of the Services, subject to this Agreement. Notwithstanding anything to the contrary herein, Skada shall have the right to terminate a Customer free trial at any time and for any reason.

10.3. Select Customers may be invited to participate in the review and testing of pre-release versions of new tools and enhancements within the Services which may be identified as “beta,” “early access,” “evaluation,” “preview,” “test,” “pre-release,” or a similar term. Customer acknowledges and understands that its participation in such pre-release testing is (i) not required and is at Customer’s own risk; (ii) made available on an “as is” basis; and (iii) may be subject to additional terms related to its use.

10.4. Skada reserves the right to update or modify this Agreement from time to time as its business evolves by posting an updated version of this Agreement on its website. If, in Skada's sole discretion, it believes that the modifications being made are material, Skada will notify Customer and End User prior to the change taking effect. By continuing to utilize the Services after the effective date of any update to this Agreement, Customer and End User will be deemed to have accepted such update.

11. DEFINITIONS

11.1. "Affiliates" means an entity controlled, controlling or under common control with a party, where control means the power to direct an entity’s management, whether through ownership, contract, or otherwise.

11.2. "Agreement" means this Software-as-a-Service (SaaS) Agreement, consisting of the terms and conditions stated herein as well as all Order Forms, policies, addenda, exhibits, attachments and amendments (if any).

11.3. "Customer Account" refers to the account or instance within the Services created on behalf of Customer by a representative of Customer that has administrative rights on the Customer Account to take certain actions and make certain changes on behalf of the Customer.

11.4. "Customer Data" means information provided, created, processed, uploaded, submitted, stored, sent and received by Customer or End User, or transmitted and/or uploaded by Skada on behalf of Customer or End User, in connection with Customer or End User’s use of the Services, inlcuding from Third Party Services

11.5. "Customer" means the individual or entity represented by the individual(s) entering into this Agreement with Skada and includes Customer’s Affiliates.

11.6. "Disclosing Party" means a Party to this Agreement which may make Proprietary Information available to the other Party.

11.7. "End User" means anyone that Customer allows to use its accounts for the Service, who may include (a) employees, advisors and contractors of Customer and its Affiliates and (b) others if permitted in this Agreement or an Order Form.

11.8. "Equipment" means any equipment and ancillary services needed in order to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like.

11.9. "Fees" means dollar amounts due and payable to Skada by Customer as compensation for Customer’s use of the Services, including Subscription Charges, fees for Implementation Services, and fees for Professional Services.

11.10. "Implementation Services" means the initial means consulting, training, success, migration or other Professional Services as set forth in an Order Form that Skada furnishes to Customer in order to begin delivering the Services.

11.11. "Order Form" means an order for Customer’s access to the Service, Professional Services, or related services that is executed by the parties and references this Agreement.

11.12. "Professional Services" means consulting, training, success, migration or other professional services that Skada furnishes to Customer related to the Services.

11.13. "Proprietary Information" means information disclosed by or on behalf of Disclosing Party to the Receiving Party under this Agreement, in any form, which (a) the discloser identifies to recipient as “confidential” or “proprietary” or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Skada's Party's Proprietary Information includes, but is not limited to, non-public information regarding features, functionality, technical details, and performance of the Services, and Customer’s Confidential Information includes Customer Data. Information on the Order Form is each party’s Proprietary Information.

11.14. "Receiving Party" means a Party to this Agreement which may receive Proprietary Information from the other Party.

11.15. "Service Capacity" means the the limitations on the Customer's Subscription Plan as set forth in an Order Form or on Skada's website. Service capacity limitations may include, but are not limited to, the number of End User accounts, number of submissions, storage capactiy, or other volume-based limitations.

11.16. "Services" means the software-as-a-service application and technical support services owned or operated by Skada, including mobile applications, Software, websites or other properties. “Services” excludes third party services.

11.17. "Software" means the source code, object code or underlying structure, data, ideas, know-how, algorithms, systems, programs or other operating information used by a computer to display the Services.

11.18. "Subscription Charges" means dollar amounts due and payable to Skada by Customer under this Agreement as compensation for Customer’s use of the Services.

11.19. "Subscription Plan" means the packaged service plan(s) and the functionality and Services associated therewith (as detailed on Skada's website and in the Order Form applicable to the Service).

11.20. "Subscription Term" means the time period during which Skada shall agree to provide and Customer shall agree to purchase the Services as specified in an Order Form or as agreed to by Customer upon signing up through Skada's websites or Customer Settings.

11.21. "Third Party Services" means the various third party applications and services which Skada makes available for use in connection with the Services.

12. Other Extended Solutions. The following is not exhaustive.

12.1. TERMS AND CONDITIONS REGARDING ACORD PRODUCTS

The following terms govern your use of ACORD products provided by Skada, Inc. in the United States. Skada does not own the ACORD products and the use thereof is subject to certain rights and limitations of which Skada must inform you.

Our product incorporates licensed copyrighted and other proprietary material of ACORD Corporation, including ACORD standardized forms. ACORD forms are licensed by ACORD, not sold.

You acknowledge and agree that you must be party to a written license agreement directly with ACORD Corporation in order to use the ACORD forms contained in our product, and represent and warrant that you will obtain such a license prior to use of ACORD forms. You can obtain a license agreement permitting you and your users to use ACORD forms, which may require you to pay fees to ACORD, by contacting ACORD at [phone] or through the additional contact information available at www.acord.org.

ACORD forms are modified periodically to reflect changing legal, industry, and other requirements. The ACORD forms contained in our product may not be the most current materials that ACORD publishes. Using outdated ACORD forms may be prohibited in certain cases by government regulators and increases the risk of legal action by insureds and other third parties. It is solely your responsibility to confirm that you are using only the most current forms that ACORD publishes. You may determine the currency or non-currency of ACORD forms by consulting the forms information section of ACORD's website (www.acord.org).