GRaaS Services Terms and Conditions

These GRaaS Services Terms and Conditions govern and control the Customer’s, including all its User’s, access and use of the GRaaS Services as described herein.

Definitions.

“Purchase Agreement” means Customer’s agreement, schedule, ordering document or purchase order with Hyland or its authorized reseller which refers to these GRaaS Services Terms and Conditions, under which Customer has purchased the GRaaS Services, which includes the Subscription Period and pricing.

“Affiliates” means any entity controlling, controlled by, under common control with, or having a common parent with Customer, provided such Affiliate has rights to use the OnBase Software licensed to Customer.

“Customer” means the entity that has entered into the Purchase Agreement with Hyland, a Hyland affiliate, or an authorized solution provider of Hyland or a Hyland affiliate.

“Customer Admin User” shall mean the User account assigned by Iron Mountain to the Customer used by the designated Customer User to authorize and maintain all other User IDs. The Customer will be responsible for managing User access to the GRaaS Services through use of the Customer Admin User.

“Data” means all data and information provided by Customer to Hyland in connection with the GRaaS Services.

“Data Set” shall mean the Iron Mountain curated records and information management content about (i) rules and supporting information related to various record categories jurisdictions; and (2) legal data related to various legal subjects and jurisdictions that are included in the GRaaS Services to which Customer has purchased a subscription..

“Documentation” means user manuals for the GRaaS Services, the applicable installation guides, service descriptions, technical specifications, and online help files provided by Hyland or made available by Hyland online.

“Hyland” means Hyland Software, Inc.

“Policy Center Solution” means the Iron Mountain software service and associated Documentation to which Customer has purchased a subscription under the Purchase Agreement.

“GRaaS Services” means the Policy Center Solution and Data Sets to which Customer has purchased a subscription under the Purchase Agreement.

“Iron Mountain” means Iron Mountain Information Management Services, Inc.

“Subscription Period” means the period during which Customer may use the GRaaS Services, commencing with the start date and expiring on the end date specified in the applicable Purchase Agreement.

“Suppliers” means Hyland’s or its affiliates’ licensors, vendors, and/or third party providers of the GRaaS Services, including Iron Mountain.

“Updates” shall be defined as updates to the Data Sets provided by Iron Mountain as part of the Policy Center Solution.

“User” shall mean the Customer and Affiliates’ employees and contractors who use the GRaaS Services through User IDs issued in a manner contemplated by these GRaaS Services Terms and Conditions.

1. Term and Termination. The GRaaS Services shall be provided for the Subscription Period, subject to any early termination rights set forth in the Purchase Agreement. These GRaaS Services Terms and Conditions will be in effect during the Subscription Period and any renewal thereof pursuant to the terms of the Purchase Agreement.
2. License Grant. Subject to Customer’s payment of all applicable fees and Customer’s compliance with these GRaaS Services Terms and Conditions, Hyland grants to Customer a non-exclusive, non-transferable license for the Subscription Period to: (i) use the GRaaS Services in the manner set forth in these GRaaS Services Terms and Conditions; (ii) use the GRaaS Services only for Customer’s internal business needs; and (iii) use the GRaaS Documentation to support the use of the GRaaS Services. Customer shall not sublicense, sell, rent, lease, transfer, distribute or otherwise commercially exploit or make the GRaaS Services or GRaaS Documentation available to any third party other than its Affiliates, and Customer’s or its Affiliates’ agents or contractors who are bound to comply with these GRaaS Services Terms and Conditions. Customer and all of its Users who are licensed shall be bound by and comply with these GRaaS Services Terms and Conditions, and Customer is solely responsible for the activities of its users and for the accuracy, integrity, legality, reliability, and appropriateness of all Data.
3. License Restrictions. Customer shall not (i) attempt to reverse engineer, decompile, disassemble, or attempt to derive the source code of the GRaaS Services; (ii) modify, port, translate, localize or create derivative works of the GRaaS Services; (iii) use the GRaaS Services to (a) infringe on the intellectual property rights, publicity rights, or privacy rights of any third party; (b) violate, or cause Hyland or its Suppliers to violate, any law, statute, ordinance or regulation; (c) store defamatory, trade libelous, or otherwise unlawful Data; (d) store obscene, pornographic or indecent Data in violation of applicable law; or (e) propagate any virus, worms, Trojan horses or other programming routine intended to damage any system or data; (iv) use the GRaaS Services in any application that may involve risks of death, bodily injury, property damage or environmental damage (including life support applications, devices or systems); (v) exceed the number of users specified in the applicable Purchase Agreement; (vi) attempt to gain unpermitted access to any Hyland or Supplier computer system, network, or database; or (vii) file copyright or patent applications that include the GRaaS Services or any portion thereof.
4. Data License Grant. Subject to the terms of these GRaaS Services Terms and Conditions, Customer grants to Hyland and its Suppliers a limited, non-exclusive, and non-transferable license to access and use the Data only to the extent necessary for Hyland and its Suppliers to perform the GRaaS Services.
5. Password Protection of Service. Customer shall be responsible for protecting and safeguarding any keys (including encryption keys), certificates, passwords, access codes, user IDs or other login information (collectively, “Passwords”) provided to Customer for the purpose of accessing and using the GRaaS Services. In the event that Customer makes such Passwords available to any third party, Customer shall be responsible for all actions taken by such third party in connection with the GRaaS Services. Customer shall not disclose or make available Customer’s Passwords other than to Customer’s authorized employees and shall use all commercially reasonable efforts to prevent unauthorized access to, or use of the GRaaS Services, and will notify Iron Mountain promptly upon discovery of any such unauthorized use. In no event will Hyland or its Suppliers be liable for any loss of Data or other claims arising out of or in connection with the unauthorized acquisition of a Password.
6. Intellectual Property; Ownership of Data and Deliverables.
   1. Intellectual Property. Hyland and its Suppliers are the sole and exclusive owners of all right, title, and interest in and to the GRaaS Services, and all copies thereof including all derivations and modifications thereto including, but not limited to, ownership of all intellectual property rights (collectively, “Intellectual Property”). These GRaaS Services Terms and Conditions do not provide Customer with title or ownership of the Intellectual Property, but only a right of limited use. Customer agrees to inform Hyland promptly following discovery of any infringement or other improper action with respect to the Intellectual Property. Customer recognizes and acknowledges the exclusive rights of Hyland and its Suppliers in and to all Intellectual Property and proprietary rights in and to Intellectual Property and that such Intellectual Property is the sole and exclusive property of Hyland and its Suppliers. Customer waives its right to contest the validity and/or ownership of such Intellectual Property.
   2. Ownership of Customer Data. All rights, title, and interest in Data will remain with Customer. These GRaaS Services Terms and Conditions do not provide Hyland with title or ownership of the Data, but only a right of limited use as set forth in these GRaaS Services Terms and Conditions.
7. Warranties and Disclaimers.
   1. Hyland GRaaS Services Warranty. Hyland warrants to Customer that for the term of the Subscription Period, the GRaaS Services, when properly used by the Customer, will function in substantial conformance with the Documentation. Hyland does not warrant that the GRaaS Services will be error-free in all circumstances, and Customer will provide prompt written notice to Hyland of any non-conforming GRaaS Service. In the event of Hyland’s breach of the foregoing warranty, Customer’s exclusive remedy and Hyland’s sole liability will be for Hyland to use commercially reasonable efforts to repair or replace such GRaaS Services at no additional charge to Customer. This warranty is limited and shall not apply where the failure of the GRaaS Services to satisfy this warranty results from Customer’s failure to use the GRaaS Services in accordance with the Documentation.
   2. Limitation and Disclaimer. UNLESS EXPRESSLY SET FORTH HEREIN, HYLAND PROVIDES ALL GRAAS SERVICES WITHOUT WARRANTIES OF ANY KIND. HYLAND DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OF THE GRAAS SERVICES OR THAT HYLAND WILL CORRECT ALL DEFECTS. THE WARRANTIES SET FORTH ABOVE IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES OF HYLAND UNDER THESE TERMS AND CONDITIONS AND ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE. ALL SUCH OTHER WARRANTIES ARE HEREBY DISCLAIMED BY HYLAND AND WAIVED BY CUSTOMER. THE WARRANTIES EXTEND ONLY TO CUSTOMER AND HYLAND WILL NOT BE LIABLE FOR ANY THIRD PARTY CLAIM OR DEMAND AGAINST CUSTOMER IN CONNECTION WITH THIS SECTION. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE PURCHASE AGREEMENT, EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY (INCLUDING IN THE CASE OF HYLAND, ITS SUPPLIERS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, OR ANY TYPE OF CLAIM FOR LOST PROFITS, LOST SAVINGS, BUSINESS INTERRUPTION DAMAGES OR EXPENSES, THE COSTS OF SUBSTITUTE SOFTWARE, WORK PRODUCTS OR SERVICES, OR LOSSES RESULTING FROM ERASURE, DAMAGE, DESTRUCTION OR OTHER LOSS OF FILES, DATA OR PROGRAMS OR THE COST OF RECOVERING SUCH INFORMATION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, EXPENSES OR COSTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE PURCHASE AGREEMENT, EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, HYLAND AND ITS SUPPLIERS’ MAXIMUM LIABILITY ARISING UNDER THESE GRAAS SERVICES TERMS AND CONDITIONS SHALL NOT EXCEED: THE AMOUNT OF FEES AND CHARGES ACTUALLY PAID BY CUSTOMER TO HYLAND OR ITS AUTHORIZED SOLUTION PROVIDER FOR ITS USE OF THE GRAAS SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH LIABILITY.
   3. Legal Advice Disclaimer. Customer understands and acknowledges that the GRaaS Services provided by Hyland under these GRaaS Services Terms and Conditions do not constitute legal advice and are not provided as part of the practice of law. The legal data and information provided by Hyland under these GRaaS Services Terms and Conditions is intended to provide the Customer with information to inform decisions regarding its information management requirements. As used in this Section, “legal advice” shall mean any written or oral statement that constitutes advice, opinion, explanation or interpretation of any aspect of the law, court rules, or court procedures or recommends a specific course of action to a user in the user’s specific factual circumstances. Customer in its sole discretion with assistance of counsel shall determine whether the GRaaS Services are sufficient for the legal purpose for which such GRaaS Services are intended. For the avoidance of doubt, use of the GRaaS Services do not create an attorney client relationship between Hyland or its Suppliers and Customer.
8. Customer Environment. With respect to GRaaS Services provided under the Purchase Agreement and these GRaaS Services Terms and Conditions, Hyland and its Suppliers shall bear no liability to Customer resulting from or related to: (a) Customer’s failure to implement any change to Customer’s technical environment that supports the GRaaS Services that is advised by Hyland in writing; (b) Customer’s unauthorized combination, operation, or use of the Documentation with any product, data, apparatus, or business method that Hyland did not provide; (c) Customer’s modification of the Documentation; (d) Customer’s distribution, operation or use of the Documentation for the benefit of a third party; or (e) Customer’s failure to use the GRaaS Services in accordance with the Documentation. Further, Customer shall inform Hyland of any system change that may reasonably be expected to affect Hyland’s ability to provide the GRaaS Services.
9. Effect of Termination. Upon expiration or termination of the Subscription Period, and therefore these GRaaS Services Terms and Conditions, Customer shall (i) immediately discontinue all use of the applicable GRaaS Service(s), (ii) return, uninstall, or destroy (along with all copies in any form) the applicable Documentation or other materials licensed to Customer for GRaaS Services under these GRaaS Services Terms and Conditions; and (iii) pay any fees and other accrued and unpaid amounts due to Hyland, its affiliate, or authorized solution provider under the applicable Purchase Agreement. Upon termination of any GRaaS Services, Hyland (a) shall have no further obligation to make the applicable GRaaS Service(s) available to Customer; (b) may securely destroy or delete the applicable Data and upon written request by Customer, provide a written certification to Customer that all Data has been destroyed.
10. Operational Procedures. Customer shall comply with Hyland and its Supplier’s reasonable operational requirements regarding the GRaaS Services, including but not limited to, interaction with the Data, network requirements, security, access and similar matters. Customer shall (i) comply with all Documentation; (ii) provide all hardware systems necessary to support the GRaaS Services; and (iii) implement reasonable security and environmental precautions for use of the GRaaS Services in the interest of preventing unauthorized use or access to the GRaaS Services.
11. Trade Control Laws. Customer shall comply with all export control and economic sanctions laws and regulations (collectively, “Trade Control Laws”) applicable to the Customer in the use of the GRaaS Services. Hyland shall not be required to be directly or indirectly involved in the provision of goods, software, services and/or technical data that may be prohibited by applicable Trade Control Laws. Customer will not provide Hyland any goods, software, services and/or technical data subject to export controls and controlled at a level other than EAR99/AT. Customer represents and covenants that it (i) is not identified on, or owned or controlled by or acting on behalf of any individuals or entities identified on, applicable government restricted party lists (“Restricted Parties”); (ii) is not located in, organized under the laws of or ordinarily resident in Cuba, Iran, North Korea, Sudan, Syria or Crimea (region of Ukraine/Russia) (“Restricted Countries”); or (iii) will not directly or indirectly export, re-export or otherwise transfer any goods, technology or services covered by these GRaaS Services Terms and Conditions to or for use in or from Restricted Countries or Restricted Parties.
12. Trial Period Terms. From time to time Customer and Hyland (or its affiliate or authorized solution provider) may agree to permit the evaluation of the GRaaS Services for a limited period of time for the purpose of determining whether or not to purchase a subscription to the GRaaS Services. In this event, the GRaaS Services shall be provided on a trial basis and will terminate on: (a) last day of the evaluation period specified in the Purchase Agreement; or (b) immediately upon the delivery of written notice to such effect by Hyland to Customer (the “Trial Period”). Upon expiration or other termination of the Trial Period, Customer immediately shall either (y) discontinue any and all of use of the GRaaS Services and related GRaaS Documentation; or (z) deliver a purchase order for purchase of such GRaaS Services in accordance with the terms of the Purchase Agreement. GRaaS Services provided during the Trial Period are provided “AS IS” with no warranty whatsoever, whether express or implied, including by example any implied warranties of merchantability or fitness for a particular purpose.
13. GRaaS Service Specific Terms and Conditions.
    1. Maintenance. Customer shall receive bug-fixes and software enhancements to the GRaaS Services, and all new releases, as designated by Iron Mountain at its own reasonable discretion, and at no additional charge to the Customer. GRaaS Services do not include preparation of Data, configuration or customization of GRaaS Services features needed to function in Customer's production environment.
    2. Audit: On an annual basis, Customer shall report to Hyland or its authorized solution provider the number of doc types and associated documents for which the GRaaS Services is used. Customer acknowledges and agrees that the pricing for the GRaaS Services may increase if the volume of doc types and/or associated documents have increased beyond Customer’s then-current pricing tier.
    3. Data Storage & Backup. The GRaaS Services includes online data storage and nightly data backups. A rolling archive of Data is maintained for the past fourteen nightly backups, the past twelve monthly backups and all annual backups.
    4. Data Preparation & Configuration. Customer will use commercially reasonable efforts to ensure that: (i) Data is in proper format as specified by the Documentation; (ii) its Users are familiar with the use and operation of the GRaaS Services, and (iii) no other software, data or equipment has been introduced by Customer. Hyland will work with Iron Mountain to load the Data provided in the format specified and configure the GRaaS Services as part of the standard fee; any additional data preparation or manipulation required by Hyland to load Data will be billed at general service rates specified on the Purchase Agreement or other professional services engagement. Customer is responsible for updates to its internal processes as needed to operate the GRaaS Services and any updates in Customer's computing systems.
    5. Access and Use of GRaaS Services. Users may access and use the GRaaS Services from any location through User IDs provided to Customer after purchase of the GRaaS Services, and Customer is responsible for all activity occurring under its User IDs.
    6. Updates and Revisions. At least once per 360 day period and otherwise from time to time in its sole discretion, or within a reasonable time upon request from Customer, but no more than two (2) requests per calendar year, Customer will receive Updates to maintain currency of the Data Sets. In the event that Customer notifies Hyland in writing, or Hyland or its Suppliers becomes aware of an error or omission in the content comprising the Data Sets, Hyland or its Suppliers shall within a reasonable time period provide Customer with an Update correcting such error or omission and include any omitted or corrected content in the Data Set going forward.
    7. Language. All fields in the Data Set content are provided in US English. Related legal citation text will be delivered in its local language. English translations will be provided in Hyland’s sole discretion.
14. Severability: In the event that a court of competent jurisdiction determines that any portion of these GRaaS Services Terms and Conditions is unenforceable, it shall not affect any other provisions of these GRaaS Services Terms and Conditions.
15. Notice: All notices, requests or other communications required to be given pursuant to these GRaaS Services Terms and Conditions shall be in writing, shall be addressed to the recipient party at its principal place of business or to such other address as the recipient party may direct in writing, and shall be personally delivered or sent by certified or registered U.S. mail, return receipt requested, or by prepaid commercial overnight courier. All notices, requests or other communications delivered as specified herein shall be deemed to have been given and received on the date personally delivered or on the date deposited in the U.S. mail or with the commercial overnight courier.
16. Governing Law; Jurisdiction: The laws of the State of Ohio shall govern these GRaaS Services Terms and Conditions, without regard to the conflict of laws principles thereof. The parties mutually agree that the 1980 United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act, each as amended, shall not be applicable with respect to these GRaaS Services Terms and Conditions. Any legal action brought concerning these GRaaS Services Terms and Conditions or any dispute hereunder shall be brought only in the courts of the State of Ohio USA, in the County of Cuyahoga, or in the federal courts located in such state and county. Both parties submit to venue and jurisdiction in these courts. In the event that an action or claim arises outside of the exclusive jurisdiction specified herein which names Hyland as a party, Customer agrees to initiate, consent to and/or cooperate with any and all efforts to remove the matter to the exclusive jurisdiction named herein, or otherwise to take any and all reasonable actions to achieve Hyland’s objectives of this provision.
17. Entire Agreement: These GRaaS Services Terms and Conditions constitute the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, documents and proposals, oral or written, between the parties with respect thereto. All purchase orders submitted shall be subject solely to the terms of these GRaaS Services Terms and Conditions and the additional terms contained in any invoice delivered by Hyland or its authorized solution provider, and any preprinted terms on any purchase order form used for the convenience of Customer are objected to and shall not alter or amend the terms of these GRaaS Services Terms and Conditions or any such invoice. These GRaaS Services Terms and Conditions may be amended or modified only by an agreement in writing signed by each of the parties and may not be modified by course of conduct.