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109738\153265\46611157.8
<br />reasonable control; in each of the foregoing cases,
<br />except to the extent caused by Selectron’s breach of
<br />Section 8.4 or 8.5.
<br />8.2 Remote Access Security. The
<br />parties acknowledge that, to facilitate providing the
<br />Services and the Licensed Software, Selectron and
<br />Licensee shall regularly transfer Licensee Data to each
<br />other, and Selectron may require remote access
<br />capability to Licensee’s network. This could be
<br />required for support of onsite software, or to enable
<br />access to required local data. Together, the parties will
<br />make good faith efforts to determine the best access
<br />method, as approved by Licensee’s IT and security
<br />staff. Regardless of what method is used to provide
<br />remote access, or which party provides remote access
<br />software, each party will take reasonable precautions
<br />to secure their network environment and will be
<br />responsible for maintaining the security of the system
<br />components, network environment, and data transfer
<br />procedures. Selectron makes no representations or
<br />warranties to Licensee regarding the remote access
<br />software’s ability to meet Licensee’s security or privacy
<br />needs. Selectron also makes no recommendation for
<br />any specific package or approach with regard to
<br />security. Licensee is solely responsible for ensuring a
<br />secure network environment.
<br />8.3 Outbound Services Disclaimer.
<br />Outbound services are intended to create additional
<br />methods of communication for Licensee’s employees
<br />who use the Licensed Software in support of existing
<br />processes. These services are not intended to replace
<br />all interaction with Licensee’s End Users or Authorized
<br />Users. While the outbound services have been created
<br />with the best available tools and practices, they are
<br />dependent on infrastructure that is inherently not fail-
<br />proof, including but not limited to infrastructure such
<br />as software, computer hardware, network services,
<br />telephone services, and e-mail. Examples of situations
<br />that could cause failure include but are not limited to:
<br />down phone lines, all lines busy, equipment failure,
<br />email address changes, and Internet service
<br />disruptions. For this reason, while outbound services
<br />are valuable in providing enhanced communication,
<br />they are specifically not designed to be used as the sole
<br />method to deliver critical messages. Licensee
<br />acknowledges that it is aware of the potential hazards
<br />associated with relying on an automated
<br />outbound service feature, when using the Licensed
<br />Software, and Licensee acknowledges and agrees that
<br />it is giving up in advance any right to sue or make any
<br />claim against Selectron, and that Licensee forever
<br />releases Selectron from any and all liability caused by
<br />(a) any failed call attempts (including excess of calls
<br />over and above network or system capacity), incomplete
<br />calls, or any busy-outs; (b) any failure to transmit, obtain or
<br />collect data from callers or for human and machine errors,
<br />faulty or erroneous input, inarticulate caller
<br />communication, caller delays or call lengths exceeding
<br />estimated call lengths or omissions, delays and losses in
<br />connection with the Services provided hereunder; or (c) if
<br />Licensee, Authorized Users, or End Users suffer injury or
<br />damage due to the failure of outbound services to
<br />operate, even though Licensee does not know what or
<br />how extensive those injuries or damages might be, unless
<br />such losses were directly attributable to Selectron’s gross
<br />negligence or willful misconduct.
<br />8.4 Privacy and Security Standards.
<br />Selectron agrees that it will gather, collect, receive,
<br />generate, store, use, maintain, transmit, process, import,
<br />export, transfer and disclose the Licensee Data
<br />substantially in compliance with applicable data
<br />protection, security, breach notification and privacy laws,
<br />rules, regulations and industry standards to which
<br />Selectron is subject. Selectron shall, at all times, use
<br />reasonable measures to protect the confidentiality of the
<br />Licensee Data in its possession or care, including technical,
<br />administrative, and physical safeguards that are
<br />appropriate given the nature of the Licensee Data.
<br />8.5 PCI Compliance. Selectron
<br />warrants that, during the Term of this Agreement, (a) all
<br />system components, people, processes, and the
<br />cardholder data environment that are used in Selectron’s
<br />collection, transmittal, or other processing of PCI Data on
<br />behalf of Licensee are and shall remain compliant with
<br />the then-current payment card industry standards as
<br />published by the PCI Security Standards Council or its
<br />successor; and (b) Selectron’s then-current payment
<br />processor is and shall remain compliant with PA-DSS or its
<br />successor standard. On an annual basis or upon
<br />Licensee’s request, Selectron shall provide Licensee with
<br />an Attestation of Compliance or Attestation of Validation
<br />confirming such compliance.
<br />8.6 Incident Response. In the event
<br />Selectron becomes aware of a confirmed or suspected
<br />Security Incident involving the unauthorized disclosure or
<br />theft of PCI Data or personal information, Selectron shall
<br />(a) notify Licensee within seventy-two (72) hours, (b)
<br />cooperate in any investigation, (c) promptly take
<br />reasonable measures to prevent further unauthorized
<br />access or use of the Licensee Data, (d) cooperate with
<br />Licensee’s notification to affected individuals if such
<br />notification is required by applicable law or regulation,
<br />and (e) perform all such other acts, or cooperate with
<br />Licensee’s performance of all such other acts, that are
<br />required with respect to such Security Incident by
<br />applicable law or regulation. Licensee suffers within
<br />Docusign Envelope ID: 387D777D-8080-8C8A-81D9-2D8903B7172D
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