C3 SaaS License Agreement

Last updated: August 14, 2018

C3 SAAS LICENSE AGREEMENT

This C3 SaaS License Agreement(the “C3 SaaS License”) is between Advanced Technology Group, Inc. (“ATG”, “We”, “Us” or “Our”) and the entity identified in the applicable Order Form (“You” or “Your”).  ATG and You are each a “Party” and together are the “Parties” to this C3 SaaS License.

The terms the Master Customer Agreement (“Agreement”), available at http://legal.atgonline.comare incorporated into and made a part of this C3 SaaS License.  Capitalized terms used in this C3 SaaS License and not otherwise defined herein will have the meaning given to them in the Agreement.

In the event of any conflict or inconsistency between the terms and conditions of this C3 SaaS License, the Agreement or any Order Form, the following order of precedence will apply: (1) the applicable Order Form, (2) this C3 SaaS License, and (3) the Agreement.

This C3 SaaS License sets forth the additional terms and conditions that governs Your use of the C3 SaaS Software.

1. Definitions.
   1. “C3 Documentation” means, with respect to any C3 SaaS Software, all user and technical documentation, functional specifications and media for such C3 SaaS Software, whether in print, electronic or other format, in each case as provided to You pursuant to this C3 SaaS License, and all copies, in whole or in part, and any translations thereof.
   2. “C3 SaaS Software” means the C3 software hosted by ATG or its service provider, as further described in the applicable Order Form.
   3. “Maintenance and Support Services” means the maintenance and support services provided by Us to You under this C3 SaaS License, as further described in https://atgonline.com/c3-saas-license-agreement/.
2. License Grant. Subject to the terms and conditions of this C3 SaaS License and the Agreement, for the term of this C3 SaaS License, We grant You a limited, non-exclusive, revocable, non-transferable and non-sublicensable right to access the C3 SaaS Software and C3 Documentation solely for Your internal business purposes for the number of Authorized Users set forth in the applicable Order Form.
3. Maintenance and Support. During the term of this C3 SaaS License, We will use commercially reasonable efforts to provide Maintenance and Support Services.
4. Additional Restrictions. In addition to the restrictions set forth in the Agreement, You shall not, shall not permit any other person to, and shall ensure no person will, share passwords with any other person.  Each user name may only be accessed and used by one Authorized User and may only be reassigned to a new individual replacing an Authorized User who will no longer use the C3 SaaS Software.
5. Your Account Security. Youare responsible for properly configuring and using the C3 SaaS Software and otherwise taking appropriate action to secure and protect Your account and Your Content in a manner that will provide appropriate security and protection, which might include use of encryption to protect Your Content from unauthorized access.
6. Changes. We may modify, remove or discontinue any component of the C3 SaaS Software, or the functionality thereof, from time to time in our sole discretion without any liability or notice to You.  We do not guarantee the availability of any component, features, functionality or interoperability of the C3 SaaS Software.  We have no obligation to maintain or support any prior version of the C3 SaaS Software.
7. Modifications. We may make changes or updates to this C3 SaaS License from time to time in our sole discretion without notice or liability to You.  The most current version of this C3 SaaS License will be made available at https://atgonline.com/c3-saas-license-agreement/.
8. Term. The term of this C3 SaaS License shall commence on the date set forth in the applicable Order Form and end on the earlier of (1) the termination or expiration the applicable Order Form; or (2) the termination or expiration of the Agreement.  Sections1and 4- 5shall survive the expiration or termination of this C3 SaaS License.