Adesso Technologies Inc. Saas Subscription Agreement

1. Purpose of Agreement; Term. Adesso owns a Trade Promotion Management system that it refers to as Adesso.ai (“Adesso), a reporting and analysis system known as Insights for use in connection with Adesso Trade Assistant, Adesso Deduction Manager, Adesso Deductions Intelligence solution, Adesso Promotions Manager, Adesso Promotions Intelligence, Adesso Sales Manager, Adesso Sales Intelligence, the Adesso Annual Planner, Adesso Reporting and Dashboards, and any future Adesso product not yet named (collectively referred to herein as the “Products”). Under this Agreement and during the term set forth in the Ordering Documents; Adesso will grant Client a non-exclusive subscription to use Adesso and access to use the products set forth in the Ordering Documents (collectively, the “Subscription”).
2. Fees. Client shall pay to Adesso the applicable fees for the Subscription (“Subscription Fee”) and for Professional Services, respectively, based on the pricing listed in the Order Schedule.
3. Support. Adesso shall provide support and issue resolution services to the Client regarding the Products in accordance with Exhibit A.
4. Taxes. Client shall be responsible for any and all taxes that may be assessed or required to be paid in connection with this Agreement, including, without limitation, sales, use, excise, import, export, value added and/or other similar tax(es). All such taxes required to be paid in connection with this Agreement shall be Client’s responsibility and may be billed to Client by Adesso.
5. Users. Subject to the terms and conditions of this Agreement, the Subscription will allow an unlimited number of users with the Client or its broker (sales agency) to access and use the Products (the “Users”). Client shall be solely responsible for maintaining the security of all Usernames and passwords that are created by Client, for maintaining the security of all information systems used to access the Product and for compliance by all Users with the terms of the Agreement. Client shall be responsible for and agrees to maintain sole and exclusive control over access to and use of all passwords.
6. Client Content. Client represents and warrants that: (1) all content and other materials it discloses or delivers to Adesso for use regarding this Agreement (“Client Content”) are the property of Client, (2) Client has the rights to disclose or deliver the Client Content and other materials to Adesso and (3) the Client Content and other materials do not infringe any copyright, trademark, trade secret, patent, privacy or other right of any third party.
7. Additional Services. Client shall pay Adesso for maintenance and support of issues with the Products that are not caused by Adesso at a rate of $200 per hour, plus reasonable and customary travel, living, and out-of-pocket expenses required to provide such assistance (“Additional Services”). Additional Services relate to support and assistance provided by Adesso specifically for Client that would not reasonably be expected to be of use to other clients of Adesso. Prior to providing such Additional Services to Client, Adesso shall provide a written estimate to Client of the costs and expenses associated with providing such Additional Services and Client will confirm its willingness in writing to pursue such Additional Services in accordance with the estimate.
8. Sole and Exclusive Remedy for Issues with the Products. Adesso agrees to use commercially reasonable efforts (commensurate with industry standards) to correct bugs and maintain the Products. Upon receiving written notice of any Adesso caused issues with the Products, Adesso will use commercially reasonable efforts (commensurate with industry standards) to, at its sole option, repair or rectify the issue within a reasonable time of its receipt of the notice. Except as otherwise provided in this Agreement, the remedies in this section are the sole and exclusive remedies provided to Client and are in lieu of all other remedies, whether by contract, by law or at equity.
9. Hosting Services.
   1. In addition to providing the Subscription and support for the Products, Adesso will host a secure internet site (“Site”) for Client and its Users (the “Hosting Services”), and with respect to each of the foregoing, Adesso shall comply with the data privacy and security terms set forth on Exhibit B attached hereto, which are incorporated as if fully set forth herein.
   2. Adesso will provide firewall security for the Hosting Services. Adesso agrees to use reasonable measures to support the operation of the Site and provide security for Client Content and User Data as further set forth in Exhibit B.
   3. Client and Users shall have access to the Products via the Internet typically during the hours of 5:00 a.m. to 10:00 p.m. CST. After 10:00 p.m. CST, Adesso may perform maintenance, conduct daily batch processing and back-up data.
   4. Adesso will maintain a backup of Client Content and User Data for a period of thirty (30) days for disaster recovery purposes; however, Client Content and User Data related to Client transactions will be available to Client during the Term of the Agreement and Client will have the ability to download the Client Content and User Data upon termination.
   5. Client hereby releases Adesso from, and agrees not to sue Adesso for, any loss of client Content or User Data, inability to access Client Content or User Data, or other damages or claims arising from or relating to the Site or the Products except in the case of Adesso’s breach of this Agreement.
   Client hereby releases Adesso from, and agrees not to sue Adesso for, any claims, losses, damages, costs, expenses or fees resulting from or relating to any criminal or unauthorized use of electronic data or information, or cyber security breach, of Adesso (including any data or information provided to Adesso by the Client in connection with the performance of this Agreement), or the Site except in the case of Adesso’s breach of this Agreement.
10. Artificial Intelligence.
    1. Client, on behalf of itself and its Users, does hereby acknowledge and agree that the Products may utilize or be powered by artificial intelligence and Client does thereby consent to the use of such artificial intelligence tools and features in connection with the Products. For any information or data that Client inputs into or has imported into a Product (“Input”), the Customer will receive information that is generated and returned by the Product based on the Input (“Output”). Customer shall be solely responsible for ensuring that all Input complies with applicable laws, regulations and this Agreement.
    2. Adesso does not guarantee the accuracy, completeness, usefulness, performance or results of any Output that is generated by a Product. Due to the nature of machine learning, Output may not be unique across Users and Products may generate the same or similar output for third parties. Given the probabilistic nature of machine learning, and artificial intelligence, use of Products may in some situations result in incorrect Output that does not accurately reflect the action generated. The Client shall evaluate the accuracy of any Output and shall not rely on Adesso to do so. Client acknowledges and understands that Products and Output may sometimes provide inaccurate or offensive content that doesn’t represent Adesso’s views.
    3. Client agrees to use discretion before relying on, publishing, or otherwise using Output provided by a Product. Client expressly agrees to not rely on the Output for medical, legal, financial, or other professional advice. Any content regarding those topics is provided for informational purposes only and is not a substitute for advice from a qualified professional.
    4. THE PRODUCTS AND OUTPUT ARE NOT INTENDED AS, AND CLIENT SHALL NOT RELY UPON THE PRODUCTS OR OUTPUT AS A SOURCE OF ADVICE, GUIDANCE, OR DIRECTION. ACCORDINGLY, ALL ACTS, OMISSIONS, AND DECISIONS CLIENT UNDERTAKES OR MAKES (OR REFRAINS FROM MAKING OR UNDERTAKING) THROUGH THE USE OF THE PRODUCTS, OUTPUT, OR OTHERWISE, ARE CLIENT’S SOLE RESPONSIBILITY, AND CLIENT MUST USE CLIENT’S INDEPENDENT BUSINESS JUDGMENT IN THE CONDUCT OF CLIENT’S BUSINESS. FOR THE AVOIDANCE OF DOUBT, ADESSO DOES NOT OFFER ANY LEGAL, FINANCIAL, INVESTMENT OR BUSINESS ADVICE. NOTHING CONTAINED IN THIS AGREEMENT, OR IN ANY OF ADESSO’S PRODUCTS SHOULD BE CONSTRUED AS AN OFFER, RECOMMENDATION, OR SOLICITATION TO BUY OR SELL ANY SECURITY OR INVESTMENT, OR TO MAKE ANY INVESTMENT DECISIONS. ANY OUTPUT THAT MAKES REFERENCE TO PAST OR POTENTIAL PERFORMANCE IS NOT, AND SHOULD NOT BE CONSTRUED AS, A RECOMMENDATION OR AS A GUARANTEE OF ANY SPECIFIC OUTCOME. CLIENT SHOULD ALWAYS CONSULT ITS OWN PROFESSIONAL, LEGAL, FINANCIAL, INVESTMENT, AND BUSINESS ADVISORS.
    5. THE DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
11. Termination.
    1. Client may terminate the Agreement as of the last day of the then current Term by written notice to Adesso not less than ninety (90) days prior to the next such renewal of the Term.
    2. The right and license granted in this Agreement to use the Products and the Agreement shall, at the option of Adesso, immediately terminate without demand or notice if Client shall; (i) Fail to make any payment required by the Agreement when and as due; (ii) Default under the Agreement, unless such default is cured to the satisfaction of Adesso within thirty (30) days after receipt of notice from Adesso thereof; or (iii) Make any use, copy, transfer or disclosure of the Product in violation of any of the terms and conditions of the Agreement.
12. No Warranties. ALL PRODUCTS AND SERVICES PROVIDED BY ADESSO PURSUANT TO THIS AGREEMENT ARE PROVIDED“AS IS” WITH NO WARRANTIES OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED. ADESSO HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND THAT MAY ARISE UNDER OR RELATE TO THIS AGREEMENT, INCLUDING ANY WARRANTY OF MERCHANTABILITY AND ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NON-INFRINGEMENT. THE SITE AND/OR THE PRODUCTS MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. ADESSO IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
13. Confidentiality. During and in connection with this Agreement, one Party (the “Disclosing Party”) may furnish to the other Party (the “Receiving Party”) in writing, orally, visually, electronically, or by other means, certain private, nonpublic, sensitive information relating to the Disclosing Party’s business, such as the Products, technical expertise, technical specifications, protocols, processes, strategic business plans, results of testing, systems, financial information, product information, method of operation, client information, supplier information and compilations of data, all of which information the Disclosing Party holds confidential and as a trade secret (“Confidential Information”). The Receiving Party acknowledges that disclosure and receipt of Confidential Information pursuant to the Agreement is exclusively for the purpose of performing obligations of the Parties under the Agreement. The Receiving Party agrees to hold as confidential the Confidential Information of the Disclosing Party and not to disclose such Confidential Information or use the same except as allowed by this Agreement. Except as may be required by a court order or law, the Parties’ obligations regarding Confidential Information will remain in full force and effect in perpetuity. Notwithstanding anything contained in this Agreement, the Parties understand that, pursuant to Section 1833 of Title 18, United States Code, the Parties have the right to (a) disclose, either directly or indirectly, in confidence trade secrets to United States federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law; and (b) disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b).
14. Intellectual Property Rights. Adesso retains all intellectual property rights in Adesso Products , Dashboards, Deductions Intelligence and Annual Planner, including copyrights, trade secrets, trademarks, patents, and “know-how.” Client is granted a limited Subscription to access and use Adesso Products and is not granted any right to download them or create derivative works. Client shall not remove, alter or obscure any of Adesso’s copyright notices, proprietary legends, trademark or service mark attributions, patent markings or other indicia of Adesso’s ownership or contribution from the Products.
15. Indemnification.
    1. Adesso shall defend, indemnify and hold harmless, at its sole expense, Client from and against any third party’s (including domestic or foreign governments or agencies) claim, demand or suit for losses, liabilities, damages, expenses, costs or attorney’s fees that is brought against Client (1) alleging that Client’s authorized use of the Products infringes a third party’s U.S. patent, copyright, trademark, trade secret or other intellectual property right or (2) arising out of Adesso’s breach of this Agreement (collectively, “Claim”), and Adesso shall indemnify and hold Client harmless from and against any and all damages, fines, penalties, costs, expenses and/or fees (including reasonable attorneys’ fees) awarded or assessed against Client in connection with any such Claim, or reached through a negotiated settlement of any such Claim.
    2. If any of the Products are held to be infringing, or Adesso believes that it is likely to infringe, then Adesso shall, at its sole expense and option, either (a) procure for Client the right to continue using the Products; or (b) replace or modify the Products such that they are non-infringing but maintains substantially the same functionality as the applicable Product. Notwithstanding any other provisions hereof, Adesso shall have no obligation to indemnify or defend Client for any third party claim pursuant to this Section, nor be required to pay losses, damages or expenses under this Section, if the Claim arises out of, in whole or in part: (a) a modification of the Products by anyone other than Adesso; (b) use of the Products other than in accordance with the terms of this Agreement; (c) use of the Products in combination with any third party hardware, software, database or materials where, absent such combination, the Products would not be infringing; or (e) Client’s negligence or willful misconduct.
    3. Client shall defend, indemnify and hold harmless, at its sole expense, Adesso, its officers, managers, employees and agents from and against any third party’s (including domestic or foreign governments or agencies) claim, demand or suit for losses, liabilities, damages, expenses, costs or attorney’s fees that is brought against Adesso (1) alleging that Client’s Content infringes a third party’s patent, copyright, trademark, trade secret or other intellectual property rights, contract rights or other rights or (2) arising out of Client’s breach of this Agreement (collectively, “Claim”), and Client shall indemnify and hold Adesso harmless from and against all damages, fines, penalties, costs, expenses and/or fees (including reasonable attorneys’ fees) awarded or assessed against Adesso in connection with any such Claim, or reached through a negotiated settlement of any such Claim.
    4. In addition to the obligations above, each Party agrees to use its best efforts to assist the other Party in the investigation and resolution of any third-party claims governed by this Section. The Parties agree to provide such assistance at no charge and promptly upon receipt of notice of such claim.
16. Limitation of Liability.
    1. In no event shall either Party be liable to the other Party for any indirect, incidental, special, punitive, exemplary, consequential or other type or kind of damages, or any lost profits, revenue, or other economic advantage, or for any business interruption losses or loss of data, arising from or relating to this Agreement or any breach thereof, activity at or inability to access the Site, the operation of the Products, the Output, or any inaccuracy, error or omission, regardless of the theory of liability, including express contract, implied contract, negligence, warranty or misrepresentation, and regardless of whether or not a Party is advised of the possibility of any such damages.
    2. As used in this section, “Party” includes Adesso or Client as applicable, their officers, directors, managers, employees, contractors, agents, affiliates, related business entities, successors, and assigns. Notwithstanding the above, the Parties expressly acknowledge and agree that this Section does not apply to the amounts, charges or fees due or owed under this Agreement, including, without limitation, in the event of termination of this Agreement, or to the Parties’ duty of confidentiality, or to the Parties’ obligations of indemnification.
    3. ADESSO SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, WITHOUT LIMITATION, POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS. NO ADVICE OR INFORMATION OBTAINED BY CLIENT FROM ADESSO OR FROM ANY THIRD-PARTY OR THROUGH THE SITE, A PRODUCT OR OUTPUT SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
    4. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNT PAID BY CLIENT IN THE ONE YEAR PERIOD PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, BUT WILL NOT LIMIT CLIENT’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT.
17. Integrity of the Site. Client shall not take any action to interfere with the operation of the Products or the Site, to attempt to copy its underlying technology, to upload other computer programs, or copy data other than Client Content or User Data. Client agrees not to use any automated Software (crawlers, robots, bots, spiders, extractors, etc.) at the Site; circumvent, disable or otherwise interfere with security-related features or digital rights management functions at the Site; or hack, reverse engineer, or disable any technology at the Site.
18. Force Majeure. It shall not be a material breach of this Agreement, and neither Party shall be liable to the other, if prevented from performing its duties or responsibilities under this Agreement by reason of any fire or other casualty, acts of God, earthquake, floods, explosions, interrupted power supply, sabotage, pandemic, war, riots, acts of terrorism; inability to procure or a general shortage of labor, equipment, facilities, materials or supplies in the open market; strikes, court orders, laws, regulations, or orders of government or military authorities; or any other cause not within the control of such Party whose performance is delayed. No Force Majeure event shall cause postponement, delay or forgiveness of any obligation of Client to pay any amount due pursuant to the Agreement.
19. Injunctive Relief. Client acknowledges the significant goodwill established by Adesso in its name and products, and that Adesso would be irreparably harmed if Client shall reproduce, reverse engineer or copy the Products in violation of the Agreement or otherwise infringe upon Adesso’s proprietary-rights. Client agrees that Adesso will have no adequate remedy at law for violations by Client of Adesso’s proprietary rights; and in the event of a breach or threatened breach of the provisions of the Agreement by Client or User, to the extent allowed by law, Adesso shall be entitled to enforce such provisions by temporary or permanent injunctive relief obtained in an action or proceeding instituted in any court of competent jurisdiction without the necessity of posting a bond or proving irreparable injury, and without regard to any provision for damages. Nothing herein shall preclude Adesso from pursuing any action or other remedy for any breach or threatened breach of the Agreement, all of which shall be cumulative.
20. Disputes; Governing Law. Any controversy or claim arising out of or relating to this Agreement that cannot be settled by the Parties after engaging in good faith negotiation shall first be submitted for mediation with a mutually agreeable certified mediator that shall occur in or near Los Angeles, California within thirty (30) days after receipt of notice by either Party requesting mediation. The Parties shall equally share the costs of the mediation, including the mediator’s costs and fees. If the mediation does not result in a full resolution of the dispute, then either Party may file a lawsuit in a court of competent jurisdiction located in or having jurisdiction over Los Angeles, California, which shall have sole and exclusive jurisdiction of the matter. This Agreement shall be construed in accordance with, and governed by, the laws of the State of Illinois, without regard to conflict of law principles thereof.
21. Severability. If any portion of this Agreement is found to be Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such portion will be modified to reflect the Parties’ intent set forth in such portion and only to the extent necessary to make it enforceable. The remaining provisions of this Agreement will remain in full force and effect.
22. Assignment. Client shall not assign, transfer, or otherwise delegate any of its rights, obligations under this Agreement in whole or in part to any entity without prior written consent from Adesso and any attempted assignment (whether by operation of law or otherwise) shall be void. This Agreement may be assigned by Adesso, without Client’s consent, to (i) Adesso’s parent or subsidiary, (ii) an acquirer of Adesso’s assets, or (iii) a successor of Adesso by merger. This Agreement shall be binding upon and shall insure to the benefit of the parties hereto and their successors and permitted assigns.
23. Miscellaneous. Any change to this Agreement must be in a writing signed by an authorized representative for each Party. The Parties represent and warrant that the undersigned have the full and unrestricted authority to execute this Agreement on their behalf. This Agreement contains the entire agreement between the Parties regarding the subject matter herein and supersedes any prior agreement, course of dealing or unilateral notices, electronic or otherwise, sent or posted by either Party. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original but all of which together shall constitute one and the same agreement.

EXHIBIT A – CLIENT SUPPORT RESPONSE TIMES

Adesso commits to use commercially reasonable efforts to ensure the following timelines for issue resolution:

Severity	Type of Problem	First Level Contact	Targeted Resolution Timeframe
Critical	Product issue causes the production system to go down or prevents the Client from working in the system.	1 hour during business hours; 2 hours or less after business hours	8-12 hours during business days
High	Failure of expected functionality, serious degradation to Client’s use of system.	1-2 hours during business hours; 2-4 hours after business hours.	12-48 hours during business days
Medium	Non-critical failure of functionality: serious issues with workaround, less serious issues without workaround.	1 business day	7 business days
Low	Functional questions, requests for information, or suggestions for future enhancement.	2 business days	7 business days for functional issues, or as agreed by Adesso product management for enhancements

EXHIBIT B – DATA SECURITY AND PRIVACY

1. Client Content. As between the parties, Client Content will be and remain the property of Client. Adesso may not use, retain, or disclose Client Content for any purpose other than to render services under this Agreement. No Client Content may be sold, assigned, leased, licensed, rented, released, disclosed, disseminated, made available, transferred, or otherwise disposed of orally or in writing to third parties or commercially exploited by or on behalf of Adesso other than as expressly authorized in this Agreement. Neither Adesso nor any of its subcontractors may possess or assert any lien or other right against or to Client Content.
2. Data Security. Adesso will establish and maintain commercially reasonable administrative, technical, and physical safeguards against the destruction, loss, alteration, or unauthorized disclosure of, or unauthorized access to, Client Content in the possession or control of Adesso or its subcontractors that are no less rigorous than those maintained by Adesso for its own data of a similar nature. In addition, Adesso and its subcontractors shall comply with the following requirements:
1. Adesso shall encrypt, during transmission and at rest, any Client Content including Protected Data (defined as any information or data that is provided by Client to Adesso during this Agreement that alone or together with any other information relates to an identified or identifiable natural person or data considered to be personal data as defined under Privacy Laws, and “Privacy Laws” means any applicable law, statute, directive or regulation regarding privacy, data protection, information security obligations and/or the processing of Protected Data) stored by Adesso.
2. Unless prohibited by law or except to the extent that Adesso is otherwise obligated under this Agreement to transmit Client Content back to Client, upon termination or expiration of this Agreement, Adesso shall erase or destroy all Client Content, including Protected Data, including any Protected Data provided by Client to Adesso, and certify in writing that this has been completed within thirty (30) days following termination or expiration or Client’s request. Any such data destroyed or erased pursuant hereto shall be, in all events, unrecoverable.
3. Adesso will be responsible for detecting and responding to any Security Incidents (as defined below). Upon becoming aware of a Security Incident, Adesso will report such Security Incident to Client consistent with all applicable laws and as soon as practicable, but no later than the time required by any applicable laws or regulations or 72 hours after becoming aware of such Security Incident, such notification to be provided in writing (by email) and telephonically to the Office of the General Counsel at support@adesso.ai, as such email address or phone number may be modified from time to time upon written notice from Client. Following a Security Incident, Adesso shall (i) update Client weekly, or more frequently as warranted by the circumstances, regarding Adesso’s investigation, such updates to be provided to Client until the Security Incident has been resolved, and (ii) investigate the Security Incident, consistent with industry best practices, and promptly provide Client with a written report detailing: (1) the nature of the Security Incident; (2) the Client Confidential Information (including Protected Data provided by Client to Adesso) affected by the Security Incident; (3) the individuals or entities involved in the Security Incident; (4) steps taken by Adesso, or to be taken by Adesso, to mitigate any deleterious effect of the Security Incident; and (5) corrective actions taken by Adesso, or that will be taken by Adesso in the future, to prevent similar Security Incidents. For purposes of this Agreement, a “Security Incident” is defined as any confirmed unauthorized access, disclosure, misappropriation, theft, loss, acquisition, or use of Client’s Confidential Information, including any personally identifiable information or Protected Data provided by Client to Adesso or any reasonably suspected unauthorized access, disclosure, misappropriation, theft, loss, acquisition, or use of Client’s Confidential Information, including any personally identifiable information or Protected Data provided by Client to Adesso that is reasonably likely to require regulatory or legal notices be provided by Client or Adesso.
4. In the event of a Security Incident related to any Client Confidential Information (including Protected Data provided to Adesso), (i) Adesso will, at its sole expense, cooperate with Client to comply with all legal requirements to notify individuals whose Protected Data has been or may have been compromised as a result of such Security Incident, provided that in no event will Adesso serve any notice or otherwise publicize a Security Incident without the prior written consent of Client, unless required by applicable laws, and (ii) upon Client’s request, and at Adesso’ sole expense, engage a regionally recognized third party to perform or assist with forensic analysis in the event of a Security Incident that would warrant such analysis, as determined by Client in its reasonable discretion and deliver the results of any such analysis to Client’s General Counsel, in accordance with the confidentiality and notice provisions of the Agreement, marked “CONFIDENTIAL.”
3. Adesso shall maintain appropriate business continuity procedures and systems to ensure the security of Client Confidential Information (including any PHI or PII provided by Client to Adesso) that is in its or its Subcontractors’ control in the event of a disruption, disaster, or failure of the primary data systems of Adesso. Adesso’s recovery time objective shall be 48 hours from the time of onset of any disruption, disaster, or failure of its primary data system.
4. If Adesso becomes aware of any actual loss, destruction, alteration, or unauthorized disclosure of, or unauthorized access to, any Client Content in the possession or control of it or its subcontractors, it shall promptly notify Client and shall fully cooperate with Client and all relevant governmental authorities in investigating such actual incident and in recovering or restoring any affected Client Content.
5. Location of Client Content. The Service shall be hosted in the United States of America and all Client Content, including the Protected Data, stored by Adesso shall remain in the United States of America.