Last Updated May 1, 2013
- HPS Technology and Hosted Materials. "HPS Technology" means all of HPS's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Customer or its Users by HPS in providing the Hosted Platform. "Hosted Materials" means the documentation and all other information developed or provided by HPS or its suppliers under the Agreement to Customer or its Users or made available by HPS to Customer or its Users in the course of using the Hosted Platform.
- Provision of HPS Technology and Hosted Materials. As part of its provision of the Services to Customer, HPS shall operate and support the Hosted Platform and hosted environment, including, without limitation, the HPS Technology, all applicable server hardware, disk storage, server operating systems, management programs, web server programs, and Hosted Materials.
- Ownership. Customer acknowledges and agrees that (i) as between HPS and Customer, all right, title and interest in and to the Hosted Platform, the Hosted Materials, including the HPS Technology and all derivatives thereof (including any and all patents, copyrights, trade secret rights, trademarks, trade names and other proprietary rights embodied therein or associated therewith) are and shall remain HPS's or its licensors', and HPS in no way conveys any right or interest in the Hosted Materials, the HPS Technology or the Hosted Platform other than a limited license to use them in accordance herewith, and (ii) the Hosted Materials, the HPS Technology and the Hosted Platform are works protected by copyright, trade secret, and other proprietary rights and laws. The HPS name, the HPS logo, the ECSI name, ECSI logo, and the product names associated with the Hosted Platform are trademarks of HPS or third parties, and no right or license is granted to use them. Customer shall not remove any HPS or ECSI trademark or logo from the Hosted Platform (without HPS's consent and only upon the payment of additional fees to HPS).
- Handling of Customer Data Upon Termination. Customer agrees that following termination of the Agreement or the Service Order Form(s), HPS may immediately deactivate Customer's and its Users' access to the Hosted Platform and that following a reasonable period of not less than thirty (30) days shall be entitled to delete Customer's account from HPS's "live" site. HPS agrees to retain Customer Data and other documents relative to this Agreement for the current fiscal year, plus seven (7) years after final payment. Customer, its authorized agents, and/or state auditors shall have full access to and the right to examine any of said materials during said period, during normal working hours upon reasonable advance written notice to HPS.
- Users: Passwords, Access and Notification. Customer shall authorize access to and assign unique passwords to the number of Users purchased by Customer on the Service Order Form(s). User logins are for designated Users and cannot be shared or used by more than one User. Customer shall notify HPS promptly in the event that a User login must be deactivated (i.e., upon separation of the assigned employee from the Customer). Customer shall also contact HPS for the assignment of a unique login to any new User. Customer will be responsible for the confidentiality and use of User passwords. Customer will also be responsible for all electronic communications, including those containing business information, account registration, account holder information, financial information, Customer Data, and all other data of any kind contained within emails or otherwise entered electronically through the Hosted Platform or under Customer's account. Customer agrees to immediately notify HPS if Customer becomes aware of any loss or theft or unauthorized use of any Customer or User passwords.
- Transmission of Data. Customer understands that the technical processing and transmission of Customer's electronic communications is fundamentally necessary to Customer's use of the Hosted Platform. Customer expressly consents to HPS's interception and storage of electronic communications and/or Customer Data, and Customer acknowledges and understands that Customer's electronic communications will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by HPS. Customer acknowledges and understands that changes to Customer's electronic communications may occur (including but not limited to encryption and compression) in order to conform and adapt such data to the technical requirements of connecting networks or devices. Customer further acknowledges and understands that electronic communications may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone or other electronic means. Customer agrees that HPS is not responsible for any electronic communications and/or Customer Data which are delayed, lost, altered, intercepted or stored during the transmission of any data whatsoever across networks including, but not limited to, the Internet and Customer's local network. Customer acknowledges and agrees that all email messages sent through use of the Hosted Platform may not be received by their intended recipients.
- Modifications to Hosted Platform. HPS may make modifications to the Hosted Platform or particular components of the Hosted Platform from time to time provided that such modifications do not materially degrade any functionality or features of the Hosted Platform and HPS will use commercially reasonable efforts to notify Customer of any material modifications.
- Suspension for Ongoing Harm. Customer agrees that, upon reasonably contemporaneous notice (which may be made by email or telephone), HPS may suspend Customer's access to the Hosted Platform if HPS reasonably concludes that the Hosted Platform is being used to engage in denial of service attacks, spamming, or illegal activity, and/or use of the Hosted Platform is causing immediate, material and ongoing harm to HPS or others. In the extraordinary event that HPS suspends Customer's access to the Hosted Platform, HPS will use commercially reasonable efforts to limit the suspension to the offending portion of the Hosted Platform and resolve the issues causing the suspension of Hosted Platform. Customer agrees that HPS shall not be liable to Customer, Customer's Users, or to any third party for any suspension of access to the Hosted Platform under such circumstances as described in this Section 13.