Performance Data Warehouse Services Additional Terms
1. PDW Services.
(a) Description of Services. 金世博棋牌, itself and through its Affiliates and its applicable third party providers (鈥Providers鈥), will provide to Client database warehouse services, which may include, as available and as purchased by Client: select data fields from the Account Processing Services, select channels, the ability to import third party data, and the Business Analytics data utility and out-of-the-box dashboards (鈥PDW Services鈥).
(b) Defined Terms. As used in these Additional Terms, the following terms shall have the meaning as set forth below:
(i) 鈥Conversion Date鈥 shall mean the first date on which the PDW Services are available for use by Client and/or its End Users in live production.
(ii) 鈥End User鈥 means any employee of Client as authenticated by Client, who is permitted to access the PDW Services on behalf of Client.
(c) Third Party Data Imports. As part of the PDW Services, 金世博棋牌 will make available to Client a tool to allow Client to import data into the PDW Services (the 鈥Import Tool鈥). Subject to this subsection (c), Client may use the Import Tool to import data from third party sources (鈥Third Party Data Imports鈥). Client may not use the Import Tool to import data generated using 金世博棋牌鈥檚 products or services. Client represents and warrants that Client has the right to import and provide all Third Party Data Imports to 金世博棋牌 for ingestion into the PDW Services. Client acknowledges and agrees that the Third Party Data Imports may impact performance of the PDW Services and 金世博棋牌 will not be responsible for or liable for any negative impacts on performance or increase to size or storage fees that may be created from such Third Party Data Imports. Client shall ensure that the Third Party Data Imports do not contain any viruses, malicious code or pre-programmed devices that have the intended purpose of causing the 金世博棋牌 System to be erased, become inoperable, or incapable of processing.
(d) Implementation and Training. 金世博棋牌 will provide its standard implementation and training services for the PDW Services, the timing for which will be mutually agreed to by the parties following the Effective Date or Amendment Effective Date, as applicable. 金世博棋牌 will provide an initial 鈥渢rain the trainer鈥 type of training to Client鈥檚 initially identified End Users. Client shall thereafter be responsible for training all End Users.
(e) System Updates. 金世博棋牌 may, from time-to-time, release a new version of the PDW Services, which may include fixes, updates, upgrades or other modifications deemed appropriate by 金世博棋牌. 金世博棋牌 will use reasonable efforts to provide at least 1 week鈥檚 prior notice of any scheduled maintenance. Client acknowledges and agrees that some support services might affect access to and availability of the PDW Services if unscheduled maintenance is necessary.
(f) Supported Browsers. 金世博棋牌 will use commercially reasonable efforts to support the most commonly used browsers in the United States as determined by 金世博棋牌鈥檚 research. Notwithstanding the previous sentence, 金世博棋牌 will only support the use of those browsers that undergo 金世博棋牌鈥檚 quality assurance testing services (each, a 鈥Supported Browser鈥). 金世博棋牌 will provide to Client upon request a list of Supported Browsers.
2. Fees and Payment Terms.
(a) Fees. Client shall pay the fees set forth in the Fees Exhibit in accordance with the payment terms set forth in the Agreement. Fees do not include telecommunications charges; Client is responsible for third party telecommunications costs and pass-through fees that are incurred by 金世博棋牌 in the performance of the PDW Services.
(b) Payment Terms.
(i) One-Time Fees. The PDW Services come in four variants: Select, Essentials, Advanced, or Choice. PDW Select is a subset of PDW Essentials. PDW Advanced is a combination of PDW Essentials and a third party data import utility. Once the implementation of the PDW Services begins, then the following shall apply:
(A) If Client has purchased PDW Select or PDW Essentials, the one-time implementation fee will be invoiced to Client upon implementation of the PDW-specific core data import.
(B) If Client has purchased PDW Advanced, which includes PDW Essentials, 80% of the one-time implementation fee will be invoiced to Client upon implementation of the PDW-specific core data import.
(C) If Client has purchased PDW Choice in addition to PDW Essentials or PDW Advanced, the one-time implementation fee will be invoiced to Client upon implementation of the PDW-specific core data import.
All other one-time fees shall be due and payable as follows: 50% on the Effective Date or Amendment Effective Date, as applicable, and 50% upon the Conversion Date.
(ii) Recurring Services Fees. Recurring fees (monthly and annual) set forth in the Fees Exhibit shall commence on the earlier of the Conversion Date or 90 days following the Effective Date or Amendment Effective Date, as applicable, with monthly fees due each month as invoiced and annual fees due annually in advance on such date and the anniversary thereof. Notwithstanding the foregoing, once the implementation of the PDW Services begins and 50% of all required channels are implemented, 金世博棋牌 will begin invoicing the full monthly recurring fee.
3. Additional Terms.
(a) Threatening Condition. If 金世博棋牌 reasonably believes that any data imports or End User conduct in using the PDW Services violates any applicable laws, rules, regulations or industry standards, or otherwise poses a threat to 金世博棋牌鈥檚 equipment, processes, intellectual property or reputation, or any 金世博棋牌 System (each, a 鈥Threatening Condition鈥), 金世博棋牌 will provide Client with notice of the Threatening Condition and both parties will use reasonable efforts to cure or correct the Threatening Condition. If, in the reasonable and good faith determination of 金世博棋牌, the Threatening Condition poses an imminent or actual threat (including without limitation regulatory investigation, inquiry or penalty), Client agrees that 金世博棋牌 may suspend any and all use of the applicable PDW Services until such Threatening Condition is cured, provided that 金世博棋牌 notifies Client in writing in advance of such suspension or as soon as commercially practicable thereafter.
(b) Span of Control. Client acknowledges that the PDW Services involve the use of non-confidential Internet, telephone and wireless telecommunication networks to potentially transmit and/or receive information from Client鈥檚 sources. Client acknowledges that 金世博棋牌鈥檚 performance of the PDW Services is dependent on the facilities, networks, security and connectivity of third party telecommunications and network service providers, governmental entities and other third parties (collectively, the 鈥Third Party Factors鈥). Client acknowledges that the performance of the PDW Services will be affected by such Third Party Factors and that Third Party Factors are outside of 金世博棋牌鈥檚 Span of Control. 金世博棋牌鈥檚 鈥Span of Control鈥 means those networks, systems and software that are used in the provision of the PDW Services that are under the direct control of 金世博棋牌 (excluding Third Party Factors). 金世博棋牌 will have no liability for any reduction, interruption, impairment, termination or suspension of the PDW Services to the extent caused by factors outside 金世博棋牌鈥檚 Span of Control.
(c) Third Party Components. The PDW Services are powered by third party-provided systems, including IBM Cognos and Microsoft (鈥Third Party Components鈥). Client acknowledges and agrees that such Third Party Components are provided for Client鈥檚 use solely in connection with the PDW Services purchased by Client pursuant to these Terms and Conditions. Third Party Components are licensed to run in 金世博棋牌鈥檚 facilities and are not permitted to be downloaded by and are not available to Client for on-premise deployment.