Company’s license to use PDC may be terminated by either party upon ninety (90) days advance written notice or upon the termination or expiration of Company’s current applicable licenses to Pegasystems software or cloud products. Upon termination, all use of PDC will immediately cease.
During Company’s use of PDC, Company will (i) be responsible for maintaining the confidentiality of its PDC passwords and user accounts; (ii) use commercially reasonable efforts to prevent unauthorized access to or use of PDC, and notify Pegasystems promptly of any such unauthorized access or use; (iii) use PDC only in accordance with its documentation and applicable laws and government regulations; (iv) not sell, resell, rent, outsource, timeshare or otherwise lease or provide access to PDC to any third party; and (v) except as to Business Contact Information (see below), not introduce any sensitive, confidential or proprietary information, such as any personally identifiable information, into PDC.
Company acknowledges that its access to and use of the PDC may be suspended without notice on account of any unanticipated or unscheduled downtime for any reason, including as a result of power outages, system failures or other interruptions outside of Pegasystems’ reasonable control, or due to a scheduled service suspension. Pegasystems will have no liability for any damage, liability, or other losses that Company may incur as a result of any suspension of access to PDC pursuant to the preceding section.
PDC AND ALL CONTENT AVAILABLE THROUGH THE PDC IS PROVIDED “AS IS” AND “AS AVAILABLE” FOR COMPANY’S USE. PDC IS PROVIDED WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITLY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.
PEGASYSTEMS IS NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY COMPANY OR ANY THIRD PARTY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ACCESS TO, USE OF, OR INABILITY TO USE PDC.
“Confidential Information” means all non-public information provided by or on behalf of a party to the other party related to the disclosing party’s business, products, documentation and proposals. Each party agrees that any Confidential Information it receives from the other is the exclusive proprietary property of the disclosing party and may include trade secrets and other highly confidential information. Each party agrees to receive and hold any Confidential Information in confidence and agrees: (i) to protect the Confidential Information against unauthorized use, publication or disclosure; (ii) not to use any Confidential Information except as specifically authorized by the party that has disclosed the Confidential Information; (iii) not to use any Confidential Information to unfairly compete; (iv) to restrict access to Confidential Information to those of its officers, directors and employees who have a need to know, have been advised of the confidential nature of the Confidential Information, and who are under obligations of confidentiality; and (v) to follow the other party’s reasonable on-site security procedures. The above confidentiality provisions will not apply to Confidential Information that: (i) is in the public domain at the time of its disclosure; (ii) is disclosed with the prior written consent of the disclosing party; (iii) becomes known to the receiving party from a source other than the disclosing party, provided such source is legally entitled to have and disclose the information; or (iv) is disclosed by a court or regulatory authority or because of laws, rules or regulations.