SaaS Services and Support
1.1 Customer may obtain from Company the right to access and use the software, platforms and other technology hosted by Company (the “Services”) and engage Company to perform related services from time to time during the term of this Agreement, pursuant to the terms of this Agreement.
1.2 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate in its sole discretion.
1.3 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the terms set forth in Exhibit B.
Restrictions and Responsibilities
2.1 Company owns all intellectual property rights in and to the Services and Software, including but not limited to all patents, trademarks, copyrights, trade secrets, and other proprietary or intellectual property rights. Customer shall acquire no rights therein other than those limited access rights specifically conferred by this Agreement. All configurations, customizations, updates, enhancements and modifications to the Services developed by Company belong solely and exclusively to Company and shall be deemed to be included in the Services.
2.2 Customer may not sell, assign, lease sublicense, or otherwise transfer the Services to any third party, in whole or in part, without Company’s prior written consent. 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 Company 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 party; or remove any proprietary notices or labels. Moreover, Customer agrees not to (1) interfere with or disrupt the integrity or performance of the Services, Software or data contained therein; (2) attempt to gain unauthorized access to the Services, Software or its related systems or networks; or (3) copy, distribute, share, or disclose any portion of the Services or related documentation.
2.3 Customer may not remove or export from the United States, or allow the export or re-export of Orca’s Services, Software, or any related materials, or any direct product thereof, in violation of any restrictions, laws, or regulations enforced by the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other applicable U.S. or foreign agency or authority. Orca’s Software and accompanying documentation are classified as “commercial items” under FAR section 2.101 and as “commercial computer software” and “commercial computer software documentation” under DFARS sections 252.227-7014(a)(1) and (5). Consistent with DFARS section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of Orca’s commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement. Such activities are prohibited unless expressly permitted by the terms of this Agreement.
2.4 Compliance with Laws
Customer represents, warrants, and agrees that it will use Orca’s Services only in compliance with this Agreement and all applicable laws and regulations.
2.5 Responsibility for Equipment and Security
