Legal

 

Network Frontiers, LLC

Common Controls Hub Master Services Agreement

 

This Master Services Agreement between Network Frontiers, LLC (“Network Frontiers” or “Unified Compliance”) and the customer identified on the applicable Order (“Customer”) governs Customer’s access to, use of and receipt of the Services.  By indicating acceptance of this Agreement via click through, electronic signature or other electronic means offered by Network Frontiers, or by executing an Order that references this Agreement, Customer agrees to be bound by the terms and conditions of this Agreement.  This Agreement is effective as of the date that Customer accepts this Agreement (the “Effective Date”).  Capitalized terms not otherwise defined in this Agreement are defined in Section 12.  Any individual accepting this Agreement on behalf of a Customer which is an organization or other entity represents and warrants that he or she has the authority to bind Customer to this Agreement.  Customer may use the Services only in compliance with this Agreement and only if Customer has the power to form a contract with Network Frontiers.  IF CUSTOMER DOES NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS MASTER SERVICES AGREEMENT, CUSTOMER IS NOT PERMITTED TO USE THE SERVICES. 

 

1. NETWORK FRONTIERS RESPONSIBILITIES  

1.1. Subscription Services.  Subject to the terms and conditions of this Agreement, Network Frontiers will provide Customer with access to and use of the Subscription Services.  During the Term, Network Frontiers grants to Customer a limited, nonexclusive, nontransferable, revocable, limited right to access and use the Subscription Services for Customer’s internal business purposes solely in accordance with the terms and conditions of this Agreement and to use the Documentation in connection with Customer’s exercise of such right.  Network Frontiers will use commercially reasonable efforts provide the Subscription Services in material conformance with the terms and conditions of this Agreement and provide Support Services for the Subscription Services as set forth in Section 1.4.

1.2. Reports.  Subject to the terms and conditions of this Agreement, Network Frontiers hereby grants to Customer a royalty free, fully paid-up, nonexclusive, non-transferable license to continue to use any all reports, analyses, policies, compilations, data, studies and other materials which are generated or derived from the Subscription Services (“Reports”) to the extent embodied or incorporated into in any internal policies or procedures adopted by Customer during the Term.

1.3. Orders; Usage Limits.  Each Order will identify the number of Administrative Users and End Users permitted to access and use the Services, the applicable Subscription Fees and the Initial Term of Customer’s subscription to the Subscription Services.  Administrative Users and End Users will be permitted to use the Subscription Services in accordance with the applicable role descriptions for each user type as set forth in the Documentation.  If Customer exceeds a contractual usage limit, Customer will enter into an Order for additional quantities of the Subscription Services promptly upon Network Frontier’s request and pay any invoice for excess usage in accordance with Section 4.

1.4. Support Services.  Network Frontiers will provide reasonable e-mail and online Support Services to Customer to address questions with respect to the Subscription Services and other customary technical support issues. Support Services will only be provided to Administrative Users. Network Frontiers will further provide Customer, at no additional charge, with all updates or modifications to the Subscription Services that Network Frontiers typically provides its other customers free of charge.  Such updates or modifications typically will not include (a) significant improvements or enhancements to the Subscription Services, (b) new versions of the Subscription Services, or (c) any new releases of Network Frontiers products or services.

1.5. Security.  Network Frontiers has established, and will maintain during the Term, commercially reasonable administrative, physical and technical safeguards for the protection of the Customer Materials commensurate with industry standards for the respective Services provided hereunder.  Those safeguards will include measures for preventing access to or use, modification or disclosure of the Customer Materials and except (a) by Network Frontiers personnel to provide the Services, (b) as compelled by law in accordance with Section 8.4 below, or (c) as expressly agreed to in this Agreement or otherwise permitted by Customer in writing.

1.6. Network Frontiers Personnel.  Network Frontiers is responsible for the performance of its employees and contractors and their compliance with Network Frontiers’ obligations under this Agreement.  Network Frontiers may use non-employee contractors or agents for the purpose of providing Services hereunder.  Customer acknowledges that the Subscription Services (including the Customer Materials) are hosted and processed on a network owned and maintained by a third party service provider.

2. CUSTOMER RESPONSIBILITIES

2.1. Cooperation.  Customer’s cooperation is required in order for Network Frontiers to efficiently and effectively perform the Services.  Network Frontiers will have no liability for any delays, deficiencies or failures that occur in the performance of Services as a result of (a) delays due to unanticipated Customer requests, complications with Customer’s systems and equipment, (b) Customer’s failure to cooperate (including the cooperation of third parties under Customer’s control), or (c) Customer’s breach of this Agreement.

2.2. Compliance with Law.  Customer will be solely responsible for complying with all applicable laws, rules and regulations (“Applicable Laws”) relating to its use of the Subscription Services.

2.3. Third Party Products and Services.  Customer is responsible for obtaining and maintaining, at its sole cost and expense, any hardware, equipment, third party software, and all Internet browsers and connections required to access or use the Subscription Services.  Any such hardware, equipment, or other third party products and services required to operate and support the Subscription Services will be specified in the Documentation.

2.4. Responsibility for Other Parties.  Customer will be liable for any action that it permits, assists or facilitates any of its affiliates, officers, directors, employees, contractors, representatives, agents, Users, or other entity or organization (each, a “Customer Party”) to take related to this Agreement or the use of the Subscription Services.  Customer will ensure that all Customer Parties comply with Customer’s obligations under this Agreement and that the Customer Parties only use the Subscription Services in compliance with Applicable Law.

2.5. Passwords.  Customer is responsible for protecting and safeguarding any passwords, user IDs or other credentials and login information (collectively, “Passwords”) that have been provided to Customer or that are generated in connection with Customer’s use of the Subscription Services.  Customer will not disclose or make available Passwords other than to Users and will use best efforts to prevent unauthorized access to, or use of, the Passwords or the Subscription Services.  Customer is fully responsible for all activities that occur in connection with the Passwords.  Customer will immediately notify Network Frontiers in writing of any unauthorized use of the Subscription Services that comes to Customer’s attention.

2.6  Communications. Be assured we do not share your information with third parties. We do occasionally send informational and promotional emails. By signing up for an account, you agree to receive emails from us. You may unsubscribe at any time with the understanding that your account will also be deleted to prevent the system from sending you any more messages.

3. OWNERSHIP RIGHTS

3.1. Ownership by Network Frontiers.  Network Frontiers owns and retains all right, title, and interest in and to (a) the Services, Documentation, any Network Frontiers software, firmware or other technology utilized, created or reduced to practice in the provision of the Services, (b) all Reports, (c) the Unified Compliance Framework, (d) all copies, modifications and derivative works of any of the foregoing, and (e) all Intellectual Property Rights therein (collectively, the “Network Frontiers Materials”).  Customer acknowledges that (i) the Network Frontiers Materials are protected by patent, copyright and other intellectual property laws, and (ii) the Network Frontiers Materials embody valuable confidential and secret information of Network Frontiers or its licensors, the development of which required the expenditure of considerable time and money, and (iii) no right or interest in the Network Frontiers Materials is conveyed other than the limited licenses granted herein,.  Customer will not take or encourage any action during or after the Term that will in any way impair the rights of Network Frontiers in and to the Network Frontiers Materials, any proprietary software or technology of Network Frontiers, or any Intellectual Property Rights in and to any of the foregoing.

3.2. Ownership by Customer.  Customer owns and retains all right, title and interest in and to the Customer Materials and all Intellectual Property Rights therein.

3.3. Use of Customer Materials.  Customer consents to Network Frontiers’ use of and access to the Customer Materials to provide the Services to Customer in accordance with the terms and conditions of this Agreement.  Notwithstanding anything in this Agreement to the contrary, Network Frontiers may use and disclose (to third parties) Customer Materials, only on an aggregated, anonymized basis and in a manner that does not identify the Customer, to perform analytic sampling, improve Network Frontiers’ provision of the Services, or for any other reasonable purpose (including commercial purposes) determined by Network Frontiers in its discretion.

3.4. Restrictions.  Customer will not: (a) alter, or permit the alteration of, the Network Frontiers Materials or any component thereof, (b) copy, or permit the copying of, the Network Frontiers Materials or any component thereof, (c) take any action that would foreseeably jeopardize Network Frontiers’ or its licensors’ proprietary rights in the Network Frontiers Materials, (d) seek to acquire any ownership interest in or to the Network Frontiers Materials or any component thereof, (e) attempt to derive source or object code from the Network Frontiers Materials or any component thereof, including by reverse engineering, decompiling or similar means, or (f) license, sell, transfer, lease, or disclose the Network Frontiers Materials.

3.5. Acceptable Use.  Customer may not use Subscription Services, and will ensure that the Users do not use the Subscription Services to: (a) to infringe on, violate, dilute or misappropriate the Intellectual Property Rights of any third party or any rights of publicity or privacy; (b) to store or post defamatory, inflammatory, trade libelous, threatening, or harassing data; (c) to store or post obscene, pornographic or indecent content or data; (d) to introduce or propagate any unauthorized data, malware, viruses, worms, Trojan horses, spyware, worms, other malicious or harmful code; (e) interfere with or attempt to interfere with or disrupt the integrity, security, functionality or proper working of the Subscription Services; or (f) attempt to discover, access, read, alter, destroy, or damage any programs, data or other information stored on or in connection with the Subscription Services by any other party.  Customer may access the Subscription Services only through interfaces and protocols provided or authorized by Network Frontiers.

4. PAYMENT TERMS 

4.1. General.  Customer will pay Network Frontiers the Subscription Fees as set forth in the applicable Order.  Unless otherwise specified in an Order, all fees due to Network Frontiers will be due and payable net 30 days after the date of Network Frontiers’ invoice.  All payments pursuant to this Agreement (a) are nonrefundable unless otherwise expressly stated in this Agreement, (b) will be made in U.S. Dollars, and (c) are exclusive of shipping, taxes, and duties, which will be paid solely by Customer (other than taxes based on Network Frontiers’ net income).  All late payments will be assessed a service charge of 1.5% per month to the extent allowed by Applicable Law.

4.2. Payment Card Terms.  Customer may pay Network Frontiers the Subscription Fees via Payment Card as set forth in the applicable Order.  By providing Network Frontiers with Payment Card information (including account number, expiration date, card verification code, and billing address), Customer authorizes Network Frontiers to charge such Payment Card for all Subscription Fees that are due and payable hereunder. Network Frontiers will initiate periodic charges to Payment Card for all Subscription Fees incurred during the Term.  Customer’s authorization of such recurring charges will remain effective for the duration of the Term, unless Customer notifies Network Frontiers in writing that Customer revokes such consent.  Customer further authorizes Network Frontiers to receive updated Payment Card account information from the issuer of the Payment Card.

5. DISCLAIMER OF WARRANTIES 

THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE SERVICES, AND ALL COMPONENTS THEREOF, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, OR PRIOR ORAL OR WRITTEN STATEMENTS MADE BY Network Frontiers, ITS REPRESENTATIVES, THIRD PARTIES, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND LOSS OF DATA ARE HEREBY EXCLUDED AND DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.  CUSTOMER’S USE OF THE UNIFIED COMPLIANCE NETWORK IS SOLELY AT CUSTOMER’S OWN RISK.  Network Frontiers DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICES WILL OPERATE UNINTERRUPTED OR BE ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED.  Network Frontiers MAKES NO WARRANTY CONCERNING TIMELINESS, ACCURACY, PERFORMANCE, QUALITY, RELIABILITY OR COMPLETENESS OF ANY INFORMATION OBTAINED OR DERIVED THROUGH THE USE OF THE SUBSCRIPTION SERVICES (INCLUDING THE UNIFIED COMPLIANCE NETWORK).

6. LIMITATION OF LIABILITY

6.1. Consequential Damages; Liability Limits.  UNDER NO CIRCUMSTANCES WILL (A) Network Frontiers, its REPRESENTATIVES, THIRD PARTIES, OR OTHERWISE BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON OR ARISING UNDER THIS AGREEMENT OR FROM CUSTOMER’S USE OF THE NETWORK FRONTIERS MATERIALS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOST PROFITS, LOSS OF DATA, OR LOSS OF GOODWILL), REGARDLESS OF THE FORM IN WHICH THE ACTION IS BROUGHT, AND (B) THE AGGREGATE LIABILITY THAT Network Frontiers MAY INCUR FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO Network Frontiers DURING THE 12 MONTHS PRIOR TO SUCH CLAIM.  THIS SECTION WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

6.2. Use of the Services.  The Services are intended for informational, educational and reference purposes only and do not constitute nor substitute for legal, accounting, regulatory or other professional advice. Customer may not and shall not rely on the Services for such advice.  Customer is encouraged to seek the guidance of a licensed professional if such advice is required.  Network Frontiers makes absolutely no claims, representations or warranties that the use of or reliance upon any Network Frontiers Materials will cause Customer or any of its affiliates to achieve compliance with any laws, regulations or authority documents and hereby disclaims any and all such representations or warranties.

7. INDEMNITY 

7.1. Mutual Indemnity.  Each party will indemnify, defend and hold the other party and its officers, employees, agents and licensors harmless against any losses, liabilities, costs and expenses (including but not limited to reasonable attorneys’ fees and court costs) (“Losses”) incurred by the other party resulting from third-party claims, actions or proceedings arising out of, based on or related to the indemnifying party’s gross negligence or willful misconduct in connection with the indemnifying party’s performance of its obligations under this Agreement.

7.2. Network Frontiers Indemnity.  Network Frontiers will indemnify, defend and hold Customer harmless against any Losses incurred by Customer resulting from any third-party claim alleging that the Network Frontiers Materials or any component thereof infringes a U.S. patent, copyright, trademark or trade secret (“Infringement Claim”).  If an Infringement Claim occurs, Network Frontiers will, at its sole option and expense, either (a) procure for Customer the right to continue using the allegedly infringing component of the Network Frontiers Materials, or (b) replace or modify such allegedly infringing component so that it becomes non-infringing, so long as functionality of the Subscription Services will not be materially adversely affected.  If neither alternative is reasonably available, Customer may terminate this Agreement and Network Frontiers will provide Customer with a pro rata refund based upon the unused portion of any prepaid Subscription Fees for such allegedly infringing component on an equitable basis.  Network Frontiers will not indemnify Customer or be liable for any Infringement Claim based on: (i) Customer’s failure to use any updates, modifications, corrections or enhancements to the Subscription Services made available by Network Frontiers, (ii) Customer’s breach of this Agreement, (iii) Customer’s use of the Subscription Services in combination with any software not owned, supported, developed, or approved by Network Frontiers, (iv) any direction, specification, information, or material provided by Customer or a Customer Party, including but not limited to the Customer Materials, or (v) Customer’s settlement of an Infringement Claim without the prior written consent of Network Frontiers.  The indemnity provided in this Section 7.2 and the foregoing remedies constitute Network Frontiers’ sole liability and Customer’s exclusive remedy in the event of an Infringement Claim.

7.3. Customer Indemnity.  Customer will indemnify, defend and hold Network Frontiers and its officers, employees, agents and licensors harmless against any Losses incurred by Network Frontiers resulting from third-party claims, actions or proceedings arising out of, based on or related to (a) Customer’s use of the Network Frontiers Materials in breach of this Agreement; (b) any claim that any Customer Materials infringe, misappropriate or otherwise violate the rights of any third party; or (c) Customer’s breach of Applicable Law.

7.4. Procedures.  The indemnification obligations in this Section 7 are contingent on the party seeking indemnification: (a) giving the indemnifying party prompt written notice of any such claim (provided that the failure of an indemnified party to provide prompt notice will only relieve the indemnifying party of its indemnity obligations under this Section 7 to the extent the indemnifying party is materially prejudiced by such delay), (b) grants the indemnifying party sole control of the defense of such claim and any related settlement negotiations, and (c) providing, at the indemnifying party’s expense, reasonable cooperation in the defense of such claim and all related settlement negotiations.  The indemnified party will have the right to participate in the defense and all related settlement negotiations with its own counsel, at its own expense.  The indemnifying party will not, without the prior written consent of the indemnified party, agree to any settlement or acquiesce to any judgment that obligates the indemnified party to pay any amount subject to indemnification by the indemnifying party or causes the indemnified party to admit to any civil or criminal liability.

8. CONFIDENTIALITY

8.1. Definition.  “Confidential Information” means any data, information or materials (whether in oral, written, electronic or any other form) of a party (the “Disclosing Party”) which is provided to or learned by the other party (the “Receiving Party”) in connection with this Agreement that is either (a) marked as “confidential” or “proprietary” or with a similar designation or (b) of a nature that a reasonable person would consider such information to be confidential given the circumstances of its disclosure.  Confidential Information includes data, information and materials relating to a party’s business, finances, products, services, customers, personnel, business processes, infrastructure, software and hardware, networks, systems, and any materials which the Disclosing Party obtained from a third party subject to an obligation of confidentiality.

8.2. Obligations of the Parties.  The Receiving Party will at all times hold the Confidential Information of the Disclosing Party in strict confidence.  Without limiting the generality of the foregoing, the Receiving Party will take reasonable measures, consistent with the measures it uses to maintain the confidentiality of its own information of similar importance (and in no event using less than a reasonable standard of care) to protect against unauthorized disclosure or use of the Confidential Information of the Disclosing Party.  The Receiving Party will limit disclosure of Confidential Information of the Disclosing Party only to those of its personnel, agents and authorized representatives who (a) need to know such Confidential Information for the purpose of this Agreement, (b) have been advised of the Receiving Party’s obligations under this Agreement, and (c) are under nondisclosure obligations at least as protective of the Confidential Information as those set forth herein.  The Receiving Party will be responsible for any breach of this Agreement committed by its personnel, agents or authorized representatives as if such breach were committed by the Receiving Party.  The Receiving Party will copy and use the Confidential Information of the Disclosing Party solely to the extent reasonably necessary to exercise its rights and/or fulfill its obligations under this Agreement.  The Receiving Party will not remove, delete or obscure any legend, trademark, logo, notice of copyright or other proprietary notice found on the Confidential Information.

8.3. Exclusions.  This Agreement imposes no obligation upon the Receiving Party with respect to Confidential Information of the Disclosing Party which (a) was in the Receiving Party’s possession on a non-confidential basis before receipt from the Disclosing Party, provided that the source of such information was not known by the Receiving Party to be bound by any confidentiality obligation to the Disclosing Party with respect to such information; (b) is or becomes generally available to the public other than as a result of a violation of this Agreement by the Receiving Party or wrongdoing by a third party; (c) is subsequently received by the Receiving Party from a third party on a non-confidential basis, provided that such third party was not known by the Receiving Party to be bound by any confidentiality obligation to the Disclosing Party with respect to such information; or (d) is independently developed by the Receiving Party without the use of or reliance upon the Confidential Information of the Disclosing Party.

8.4. Compelled Disclosure.  Notwithstanding anything in this Agreement to the contrary, the Receiving Party may disclose Confidential Information of the Disclosing Party pursuant to Applicable Law, regulation, subpoena or order of a court or administrative or regulatory entity, provided, however, that, if legally permitted, the Receiving Party will give notice of such compelled disclosure to the Disclosing Party to allow the Disclosing Party to make a reasonable effort to obtain a protective order or other confidential treatment of such Confidential Information.

8.5. Ownership of Confidential Information.  The Receiving Party acknowledges that, as between the parties, all right, title and interest to all Confidential Information is and will remain at all times with the Disclosing Party, and the Receiving Party will not acquire any rights to the Confidential Information of the Disclosing Party other than those expressly granted in this Agreement.  For the avoidance of doubt, the Network Frontiers Materials are the Confidential Information of Network Frontiers.  Notwithstanding any terms to the contrary in this Agreement, any suggestions, comments or other feedback provided by Customer to Network Frontiers with respect to the Services (collectively, “Feedback”) will constitute Confidential Information of Network Frontiers.  Network Frontiers will be free to use, disclose, reproduce, license and otherwise distribute and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of Intellectual Property Rights or otherwise.

8.6. Equitable Relief.  If there is a breach or threatened breach of this Agreement by the Receiving Party, the Disclosing Party may suffer irreparable harm and have no adequate remedy at law, and accordingly the Disclosing Party will be entitled to seek injunctive and other equitable remedies against such breach in addition to all other remedies the Disclosing Party may have at law or in equity and the Receiving Party hereby waives any requirement for the posting of a bond or other security in connection with the granting to the Disclosing Party of such injunctive relief.

9. TERMINATION 

9.1. Term.  The term of this Agreement will commence on the Effective Date and continue in effect as set forth on the Order (the “Initial Term”).  Except as otherwise specified in the Order, the Agreement will automatically renew for additional periods equal to the expiring Initial Term or one year (whichever is shorter) (each a “Renewal Term,” and collectively with the Initial Term, the “Term”), unless either party gives the other notice of non-renewal at least 15 days before the end of the relevant Initial Term or Renewal Term.  The Subscription Fees for any automatic Renewal Term will be the same as that during the immediately prior Initial Term or Renewal Term, unless Network Frontiers provides Customer with written notice of a pricing increase at least 30 days prior to the end of the that prior term, in which case the pricing increase will be effective upon renewal and thereafter.

9.2. Termination by Either Party.  Either party may terminate this Agreement, in whole or in part, effective upon 30 days’ written notice to the other party, if the other party commits a material breach of this Agreement, which breach is not cured within such 30 day period.  Either party may terminate this Agreement effective immediately upon written notice to the other party if such party suffers a bankruptcy, insolvency, or similar event.

9.3. Suspension, Limitation or Termination.  Network Frontiers may suspend, terminate or limit access to the Services at any time if (a) Network Frontiers determines that the Subscription Services are being used by Customer in violation of Applicable Law, (b) Network Frontiers determines that the Subscription Services are being used by Customer in an unauthorized or fraudulent manner (including any violation of Section 2 of this Agreement) or that Customer has submitted fraudulent or inaccurate information to Network Frontiers, (c) Network Frontiers determines that Customer’s use of the Subscription Services adversely affects Network Frontiers’ equipment or service to others, (d) Network Frontiers is prohibited by an order of a court or other governmental agency from providing the Services, (e) in the event of Customer’s non-payment of any Subscription Fees owed to Network Frontiers hereunder within 10 days of the date on which payment is due under Section 4; or (f) a security incident or other disaster that impacts the Services or the security of the Customer Materials.  Network Frontiers will have no liability for any damages, liabilities or losses as a result of any suspension, limitation or termination of Customer’s use of the Services in accordance with this Section 9.4.

9.4. Effect of Termination.  Upon termination or expiration of this Agreement, all licenses and other rights of use granted to Customer under this Agreement will immediately cease.  All provisions of this Agreement which by their nature are intended to survive termination will so survive.

10. GOVERNING LAW 

This Agreement shall be governed by, and construed in accordance with, the laws of the State of California and the United States, as applicable, without regard to principles of conflicts of law.  Each party irrevocably agrees that any legal action, suit, or proceeding brought by it in any way arising out of this Agreement must be brought solely and exclusively in state or federal court located in San Francisco in the State of California.  Each party irrevocably accepts and submits to the sole and exclusive jurisdiction of each of the aforesaid courts in personam, generally and unconditionally with respect to any action, suit, or proceeding brought by it or against it by the other party.  The parties further consent to the jurisdiction of any state court located within a district which encompasses assets of a party against which a judgment has been rendered solely for the enforcement of such judgment or award against the assets of such party.  In any action or proceeding to enforce rights under this Agreement, the prevailing Party shall be entitled to recover costs and attorneys’ fees.

11. MISCELLANEOUS

Neither party may assign or transfer this Agreement or any of its rights or obligations hereunder without the other party’s prior written consent, provided that Network Frontiers may assign this Agreement without Customer’s consent in connection with the sale of all or substantially all of its assets or business related to this Agreement, or a sale or other transfer of a controlling interest of Network Frontiers or to any affiliate of Network Frontiers, in each case whether by merger, change of control, operation of law, reorganization, consolidation, sale of securities, or other legal means.  This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.  Any notice, report, approval or consent required or permitted pursuant to this Agreement must be in writing and will be deemed to have been effectively received:  (a) immediately upon delivery or successful facsimile transmission to the parties to be notified; (b) one day after deposit with a commercial overnight courier with tracking capabilities; or (c) five days after deposit with the United States Postal Service, by registered or certified mail, postage prepaid to the respective addresses of the parties set forth on the Order.  The waiver by either party of a breach of this Agreement or any right pursuant to this Agreement will not constitute a waiver of any subsequent breach of this Agreement, nor will any failure or delay by either party to exercise any right under this Agreement operate as a waiver of any such right, unless such waiver is in writing and signed by the party granting such waiver.  If any provision of this Agreement is be adjudged by any court of competent jurisdiction 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.  Section headings are for reference purposes only.  Any modifications of this Agreement must be in writing signed by both Network Frontiers and Customer.  If Customer provides Network Frontiers with any pre-printed terms and conditions that appear on any purchase order or other form document, such terms will be of no force or effect unless Network Frontiers expressly agrees in writing to modify this Agreement.  This Agreement constitutes the entire agreement between Network Frontiers and Customer with regard to the subject matter contained in this Agreement, and this Agreement supersedes any and all previously written or oral agreements between the parties regarding the same.

12. DEFINITIONS

“Administrative User” means an individual authorized by Customer with log-in rights to access and use the administrative features of the Subscription Services in accordance with the terms of this Agreement and the Documentation.

“Agreement” means, collectively, this Master Services Agreement and any Order.

“Customer Materials” means any text, multimedia, graphics, audio, video, data, and other information provided by Customer to Network Frontiers for use with and display through the Subscription Services.

“Documentation” means any user manuals and any other instructional, technical or training materials that Network Frontiers provides to Customer in printed form or via a Network Frontiers website in connection with the Subscription Services, as may be updated by Network Frontiers from time to time.

“End User” means an individual authorized by Customer with log-in rights to access and use the non-administrative features of the Subscription Services in accordance with the terms of this Agreement and the Documentation.

“Intellectual Property Rights” means all patents, copyrights, moral rights, trademarks, trade names, service marks, trade dress, trade secrets and any other form of intellectual property rights now or hereafter recognized in any jurisdiction, including applications and registrations for any of the foregoing.

“Order” means the form or process by which Customer acquires the Services in accordance with this Agreement (whether via an online form or other ordering document) that details the scope of the Services to be provided to Customer.

“Payment Card” means Customer’s credit or debit card branded by Visa, MasterCard, American Express, or Discover.

“Services” means, collectively, (a) Customer’s access to and use of the Subscription Services; and (b) Network Frontiers’ provision of all related Support Services.

“Subscription Fees” means the fees payable for Customer’s access to and use of the Subscription Services as set forth on an Order.

“Subscription Services” means Network Frontiers’ proprietary, web-based software solution currently known as “Compliance Hub” and related software components which provides Customer with access to the Unified Compliance Framework as further described in the Documentation.

“Support Services” means implementation, support and maintenance services for the Subscription Services provided by Network Frontiers to Customer in accordance with the terms of this Agreement.

“Unified Compliance Framework” refers to Network Frontiers’ proprietary work known as the Unified Compliance Framework, together with any and all modifications, updates or enhancements thereto and derivative works thereof, including products of Network Frontiers with similar function regardless of any change in name or nomenclature.

“User” means an Administrative User or End User.

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Network Frontiers, LLC

UCF MAPPER ADDENDUM
COMMON CONTROLS HUB MASTER SERVICES AGREEMENT

This Addendum (“Addendum”) to the Master Services Agreement (“Agreement”) governs Customer’s access to, use of and receipt of the UCF Mapper Services. By indicating acceptance of this Addendum via click through, electronic signature or other electronic means offered by Network Frontiers, or by executing an Order for the UCF Mapper Services, Customer agrees to be bound by the terms and conditions of this Addendum as incorporated into and made a part of the Agreement. This Addendum is effective as of the date that Customer accepts this Addendum or begins using the UCF Mapper Services (the “Effective Date“). Capitalized terms not defined in this Addendum have the meanings set forth in the Agreement. Customer may use the UCF Mapper Services only in compliance with this Addendum. IF CUSTOMER DOES NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS ADDENDUM, CUSTOMER IS NOT PERMITTED TO USE THE UCF MAPPER SERVICES EVEN IF IT IS PERMITTED TO USE OTHER SERVICES THAT ARE NOT SUBJECT TO THIS ADDENDUM.

1. UCF MAPPER SERVICES

1.1 Definition. “UCF Mapper Services” means Network Frontiers’ proprietary, web-based software solution currently known as “UCF Mapper” and related software components which provides Customer with access to the Unified Compliance Framework as further described in the Documentation.

1.2 Use of UCF Mapper Services. During the Term, and subject to the terms and conditions of this Agreement, Network Frontiers grants to Customer a limited, nonexclusive, nontransferable, revocable, limited right to access and use the UCF Mapper Services solely in connection Customer’s participation in mapping projects in accordance with the Documentation and Network Frontier’s published processes and procedures for the creation, review, acceptance and inclusion of authority document mappings (“AD Maps”) into the UCF. Access to and use of the UCF Mapper Services will be limited to execution of student exercises in the training environment until Customer successfully completes the Network Frontiers prescribed training program.

1.3 Mapping Approvals. Prior to creating an AD Map of an authority document, Customer will submit the proposed authority document for Network Frontier’s approval and pre-processing. Network Frontiers reserves the right, at its discretion, to reject or limit the mapping of any authority document. Customer will submit each completed AD Map to Network Frontiers for approval and inclusion in the CCH. Network Frontiers reserves the right to prioritize the review and approval processes in its discretion to accommodate workflow needs, Customer and end-user requirements and requests, and technical constraints.

1.4 Access to AD Maps. Customer may designate whether an approved AD Map created by Customer is to be made available: (a) subject to approval by Network Frontiers, publicly to all CCH users (“Public Map”), (b) all paid CCH Subscribers (“Subscriber Map”), or (c) only to a limited set of CCH Subscribers comprised of Customer’s clients (“Limited Map”). Access to a Limited Map requires a separate UCF Library Extender license for each Customer client that is provided access to such Limited Map. Customer may change its designation of an AD Map from a more restrictive access to a less restrictive access (i.e., (i) from Limited Map to Subscriber Map or Public Map, or (ii) from Subscriber Map to Public Map), but not the reverse.

1.5 Orders. Each Order will identify the Customer, the applicable Subscription Fees and the Initial Term of Customer’s subscription to the UCF Mapper Services. Customer may designate any of its Users to have access to the UCF Mapper Services through his/her Common Controls Hub account.

2. OWNERSHIP OF AD MAPS

2.1 Ownership by Customer AD Maps. Customer shall own and retain all right, title and interest in and to the AD Maps it creates here under and all Intellectual Property Rights therein. The foregoing does not (a) grant to Customer ownership or any other Intellectual Property Rights in or to the authority documents that are the subject of such AD Maps or to any other portions of the CCH, or (b) in any way restrict the rights of Network Frontiers or any of its other customers to create AD Maps of all or any portion of the same authority documents. AD Maps do not constitute Customer Materials.
2.2 Use of Customer AD Maps. Customer hereby grants to Network Frontiers a nonexclusive, perpetual, irrevocable, royalty-free, fully paid-up, transferrable and sublicensable license to reproduce, distribute, modify and create derivative works of the AD Maps submitted for inclusion in the CCH.

3. INDEMNITY

Customer will indemnify, defend and hold Network Frontiers and its officers, employees, agents and licensors harmless against any Losses incurred by Network Frontiers resulting from third-party claims, actions or proceedings arising out of, based on or related to any claim that Customer’s use of any authority documents or any AD Maps created by Customer infringe, misappropriate or otherwise violate the rights of any third party.