Workday Master Services Agreement

4.4 The Website may allow you to link to other websites or resources on the Internet and such other websites or resources may contain links to the Website. If you access third-party websites or resources, you do so at your own risk. These other websites and resources may not be under the control of Workday and, to the extent that they are not, you acknowledge that Workday is not responsible for the content, functionality, accuracy, legality, suitability, or any other aspect of such sites or resources. The inclusion of such a link does not imply endorsement by Workday or any association with its operators. You further acknowledge and agree that Workday will not be liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through this website or resource. 13.6 Fight against corruption. In connection with the services provided under this Agreement and Customer`s use of DocuSign`s products and services, the parties agree to comply with all applicable anti-bribery and anti-bribery laws, laws and regulations. (c) access or use the DocuSign Services or Documentation for the following purposes: (i) to develop or operate products or services to be offered to third parties in competition with the DocuSign Services, or (ii) to provide access to the docuSign account to a direct competitor of DocuSign; „Account Administrator” means an Authorized User who is engaged by Customer as an agent to administer the Customer Account and who is expressly authorized, including, but not limited to, configuring administrative settings, assigning access and usage permissions, requesting miscellaneous or additional services, providing usage and performance reports, Managing templates, running approved campaigns, and Events, supporting third-party product integration, and receiving privacy information. The customer may appoint a third-party employee or business partner or contractor as an account administrator and change their designation at any time through their account. (a) assume full responsibility for the accuracy, quality and legality of all Customer Data; and (b) use commercially reasonable efforts to prevent unauthorized access to or use of the Service by Authorized Party Identifiers, and promptly notify Workday of such unauthorized access or use. Customer may not: (i) use the Service in violation of applicable laws; (ii) send or store any infringing, obscene, threatening or otherwise illegal or unauthorized material in connection with the Service, including material that violates privacy rights; (iii) send or store malicious code in connection with the Service; (iv) interfere with or interrupt the performance of the Service or the data contained therein; or (v) attempt to access the Service or its associated systems or networks in a manner not specified in the Documentation. Customer must specify a maximum number of named contacts listed in the applicable order form to request and receive support services from Workday („Named Support Contacts”). Named support contacts must be trained on the Workday products for which they initiate support requests.

Customer shall be responsible for the acts and omissions of all authorized parties and affiliates of Customer in connection with this Agreement. (b) the protection of confidential information. The receiving party will use the same level of care it applies to protect the confidentiality of its own confidential information of the same nature (but in no case less than due diligence). The receiving party agrees not to (i) use the disclosing party`s confidential information for purposes outside the scope of this Agreement and (ii) limit access to the disclosing party`s confidential information to those of its employees, contractors and agents who require such access to fulfill the party`s obligations under this agreement and whom they have signed. Confidentiality agreements with the receiving party that include warranties no less stringent than those herein. Neither party will disclose the terms of this Agreement or any purchase order to any third party other than its affiliates and their legal and accounting advisors without the prior written consent of the other party. 6.1 Tax Liability. All payments required under this Agreement exclude all taxes, duties, duties, levies and similar government fines or fees, including sales and use taxes, value added tax („VAT”), goods and services taxes („GST”), excise taxes, business, service and other similar transaction taxes levied by any jurisdiction, and interest and penalties thereon (collectively, „Taxes”). Customer is responsible for and bears the taxes associated with the purchase, payment, access or use of the DocuSign Services. Taxes will not be deducted from payments to DocuSign unless required by law, in which case Customer will increase the amount payable if necessary, so that after making all necessary deductions and deductions, DocuSign will receive and retain (free from tax liability) an amount equal to the amount it would have received if no deduction or withholding had been made.

If Customer requests tax exemption status for amounts due under this Agreement, Customer must provide DocuSign with a valid tax exemption certificate (authorized by the relevant government agency) to avoid applying taxes to Customer`s invoice. Each party is responsible for and bears the taxes levied on its net income. Customer hereby acknowledges that DocuSign may rely on the name and address of the shipment specified in the Purchase Order(s) or that Customer SOW places directly with DocuSign as the place of delivery for tax purposes. The parties` obligations under this Section 6.1 (Tax Liability) shall survive the termination or expiration of this Agreement. „DocuSign Service(s)” means the services specified on the Purchase Order and/or Statement of Work and received from Customer in accordance with this Agreement, including, but not limited to, The Cloud Services and DocuSign Professional Services. „Services” means Workday`s online provisioning software product and related services that may be made available to you by Workday, including third-party software incorporated therein, all updates and upgrades. 7.3 Obligations after termination. If this Agreement expires or is terminated for any reason: (a) Customer shall pay DocuSign all amounts incurred prior to the Effective Date or Termination that remain unpaid on the Effective Date or Termination; (b) all liabilities of a Party to the other Party arising prior to the effective date of the expiration or termination survive; (c) the licenses and rights of use granted to Customer with respect to the DocuSign Services and Intellectual Property shall terminate immediately; (d) DocuSign`s obligation to provide additional services to Customer under this Agreement will terminate immediately, except for services expressly intended to be provided upon the expiration or termination of this Agreement; and (e) the rights and obligations of the parties under Articles 6.1, 7.3, 8.3 and 10 to 13 shall survive […].