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Client Area
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Client Area:
CSC Client Support Site Access
AgreementClient's execution of this
Agreement obligates Client to abide by the terms set forth herein. Any and all CSC
Confidential Information disclosed through this facility shall be deemed governed by and
subject to the license agreement(s) (however styled) between CSC and Client. The
terms and conditions of this understanding shall be deemed to also be applicable to such
CSC Confidential Information, however, these terms shall be construed to only
supplement the terms of any license agreement and not override any express terms of any
license agreement. Pursuant to the foregoing understanding, CSC may elect to make
certain bulletin board, file download, and possibly other functionality available now or
in the future under the terms and conditions of any applicable license agreement(s) and
this Agreement.
- Client shall appoint an appropriate manager (the
"Coordinator") as the individual point of contact for CSC to communicate
with regarding Client's employees having access to the On-Line Client Support (the
"Facility"). Client's Coordinator will be copied on each reply to a New Account Inquiry. If the Client's email address is valid, CSC will approve any Client employees (no
consultants or contractors) in accordance with CSC procedures before they may access
the Facility. Client's Coordinator must notify CSC if request is invalid. CSC will provide Client with a password for each of these Client
employees. Each Client employee must request and safeguard their own individual User ID and password. Client agrees that it shall be fully responsible for any and all unauthorized use of the Facility through a password assigned to a Client employee. Client shall
properly advise its employees to keep passwords strictly confidential and that failure to
do so may cause Client to be liable for unauthorized use of the Facility. Client's
Coordinator shall immediately advise CSC in the event that an employee's password
access needs to be terminated for any reason or if password security is otherwise
compromised. Client acknowledges and agrees that this Agreement is essential for the
protection of the rights, interests and the confidential property and information of
CSC.
- Client agrees that the Facility shall not be used for advertising,
personal communications or other matters not directly related to CSC System(s) and/or
Services (the "Systems") which Client has licensed from CSC. CSC
reserves the right to terminate this Agreement and/or Client's access to the Facility for
any reason or no reason. While CSC wants to encourage honest and open feedback and an
exchange of ideas that will foster the growth of CSC's Client base, Client
acknowledges that the ability to post messages is not a right and that CSC may access
anything posted on the Facility, including public or private messages. CSC may
discuss inappropriate messages with Client's Coordinator or other relevant management and
may elect to either not post, or delete, such messages or to have Client retract same.
Client expressly acknowledges that CSC has the right, but not the duty or obligation,
to take such action if CSC in its sole discretion deems it appropriate. Client
acknowledges that inaction on CSC's part shall in no way be deemed agreement with or
approval of anything posted by Client or any other licensee. Client acknowledges that any
use by its employees of the Facility to gain unauthorized access to other CSC
computer resources or for other illegal activities may lead to civil and/or criminal
prosecution of the responsible parties.
- CLIENT ACKNOWLEDGES THAT CSC IS CURRENTLY MAKING THIS
FACILITY AVAILABLE WITHOUT CHARGE TO CSC'S CLIENTS. CSC DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, SUITABILITY,
PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ACCURACY OF ANY
INFORMATION OBTAINED THROUGH OR PRODUCED BY THE FACILITY. CLIENT ACKNOWLEDGES THAT
CLIENT'S USE OF THE FACILITY SHALL BE COMPLETELY WITHOUT WARRANTY AND STRICTLY ON AN
"AS IS" BASIS. CSC SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES, INCLUDING
GENERAL, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL OR OTHER DAMAGES, RESULTING IN ANY WAY
FROM ANY USE OF THIS FACILITY OR ITS CONTENTS AND REGARDLESS WHETHER IN CONTRACT,
NEGLIGENCE OR OTHER ACTION.
- Client recognizes that in using the Facility, it may gain access to
certain software, documentation and/or information that Client agrees is CSC's
confidential and proprietary property. This may include data on CSC's business
practices, procedures and products. Client agrees not to disclose to third parties (other
than to the limited extent such might be appropriate through the Facility) any such
confidential or proprietary software, documentation and/or information of CSC. No
part of the confidential or proprietary information may be reproduced in any form by any
electronic or mechanical means including information storage and retrieval systems,
without permission in writing from CSC, except as expressly permitted in a relevant
license agreement or by express instruction provided with such information (for example,
future CSC posting of documentation may instruct Client personnel to download a copy
for use by Client).
- Client agrees that CSC shall have no obligation of
confidentiality with respect to any information posted on the Facility by Client and that
CSC shall be free to utilize any expression, ideas, concepts, know-how, or
suggestions posted on the Facility. Client agrees that at CSC's written request,
Client will promptly assign to CSC any and all copyrights or other rights in anything
which Client posts on the Facility. Client agrees that no message(s) posted on the
Facility by CSC shall in any way override any inconsistent terms and conditions of
Client's license agreement(s) to use the System(s). Client agrees that messages posted on
the Facility by Client shall not in any way constitute legal notice to CSC.
- CLIENT AGREES TO INDEMNIFY AND HOLD CSC HARMLESS FROM ANY
AND ALL LOSSES, CLAIMS, LIABILITIES, DAMAGES, COSTS, AND ATTORNEY'S FEES AND EXPENSES
ARISING DIRECTLY OR INDIRECTLY OUT OF CLIENT'S AND ITS PERSONNEL'S USE OF THE FACILITY
AND/OR NON-COMPLIANCE WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY INFRINGEMENT
OF A THIRD PARTY'S PROPERTY RIGHTS OR LIBEL OR SLANDER.
- Nothing contained herein shall be deemed or construed by Client
hereto or any third parties as creating a relationship of principal and agent or
partnership or a joint venture between CSC, Client or any third party. Neither this
Agreement nor any actions between CSC and Client shall be deemed to create any
relationship between CSC and Client other than a relationship of Client/vendor. This
Agreement: (i) constitutes a fully integrated contract and states the entire agreement
between CSC and Client and supersedes and merges any and all prior discussions,
representations, demonstrations, negotiations, correspondence, writings and other
agreements and states the entire understanding and agreement upon which CSC and
Client rely respecting the subject matter of this Agreement and (ii) shall be deemed to
have been entered into and accepted in the State of Texas and shall be construed,
performed and enforced in all respects in accordance with the laws of that State. CLIENT
ACKNOWLEDGES AND AGREES THAT CSC RESERVES THE RIGHT TO CHANGE ANY OR ALL OF THE TERMS
OF THIS AGREEMENT UPON NOTICE TO CLIENT (VIA THE FACILITY OR OTHERWISE) AND THAT CLIENT'S
SOLE RECOURSE IN THE EVENT IT DOES NOT AGREE WITH SUCH NEW TERMS IS TO CEASE USING THE
FACILITY.
CSC shall be entitled to rely on facsimile copies of this
document as if they were the same as the executed original. Send by facsimile to CSC, ATTN Webmaster at (469) 499-2778.
By execution below, the undersigned represents that he or she is authorized to sign this document and bind Client
to the terms hereof. Client shall indicate its name below and in the event that such name
is not the same as on the applicable license agreement between CSC and Client,
CSC may elect to reject such version of this Agreement until corrected by Client.
____________________________________________
(Full legal name of licensed Client)
____________________________________________
(Authorized signature and date signed)
____________________________________________
(Name typed or printed and title) |
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