This Software as a Service Agreement (“Agreement”) is entered into by and between Hertzler Systems Inc. (“Hertzler”) and the subscriber of the GS Premier software (“Subscriber”).

1. Terms of Service

   1.1 Subscription to GS Premier: Subscriber agrees to subscribe to GS Premier, a software-as-a-service (SaaS) product provided by Hertzler. Subscriber’s use of GS Premier is subject to the terms and conditions of this Agreement.

   1.2 Grant of License: Hertzler grants Subscriber a non-exclusive, non-transferable license to use GS Premier for internal business purposes during the term of this Agreement.

2. Service Level Agreement (SLA)

   2.1 Service Availability: Hertzler will use commercially reasonable efforts to make GS Premier available to Subscriber 24 hours a day, 7 days a week, excluding scheduled maintenance and unforeseen circumstances beyond Hertzler’s control.

   2.2 Support: Hertzler will provide reasonable technical support to Subscriber in accordance with the terms specified in the Service Level Agreement.

3. Privacy Policy

   3.1 Data Collection: Hertzler may collect and store certain data related to Subscriber’s use of GS Premier. The collection and use of such data are subject to the terms of the Privacy Policy.

   3.2 Data Protection: Hertzler will take appropriate measures to protect the security and confidentiality of Subscriber’s data in accordance with industry best practices.

4. Acceptable Use Policy

   4.1 Usage Restrictions: Subscriber agrees to use GS Premier in compliance with the Acceptable Use Policy, which prohibits the use of the software for illegal or unauthorized purposes, including but not limited to the transmission of harmful content, spamming, or unauthorized access to the system.

5. End User License Agreement (EULA)

   5.1 License Grant: Hertzler grants Subscriber a non-exclusive, non-transferable license to use GS Premier in accordance with the terms and conditions of the EULA.

   5.2 Ownership: The software and all intellectual property rights therein are and shall remain the exclusive property of Hertzler Systems and its licensors.

6. Data Retention Agreement

   6.1 Retention of Data: Hertzler agrees to retain the data collected during the subscription to GS Premier for the period specified by Subscriber.

   6.2 Data Security: Hertzler will take commercially reasonable measures to protect the security and integrity of the data retained, including appropriate administrative, physical, and technical safeguards.

7. Termination

   7.1 Termination Rights: Either party may terminate this Agreement upon written notice if the other party breaches any material term of this Agreement and fails to cure such breach within a reasonable period.

   7.2 Effects of Termination: Upon termination, Subscriber’s access to GS Premier shall be terminated, and Hertzler shall delete or destroy all data retained, except as required by law.

8. Warranty Disclaimer and Limitation of Liability

   8.1 Warranty Disclaimer: Hertzler disclaims all warranties, express or implied, regarding GS Premier, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

   8.2 Limitation of Liability: Hertzler’s liability for any claim arising out of or relating to this Agreement or GS Premier shall be limited to the amount paid by Subscriber for the subscription to GS Premier during the twelve (12) month period preceding the claim.

9. Governing Law and Jurisdiction

   9.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without giving effect to its conflict of law provisions.

   9.2 Jurisdiction: Any dispute arising out of or in connection with this Agreement shall be resolved exclusively by the state and federal courts located in the State of Indiana.

10. Entire Agreement

    10.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements or understandings, whether written or oral.