- Certain Conditions on Cloud Services.
- Use of Technology and Equipment. At no charge to Ellucian, Client will provide Ellucian access to all existing equipment, equipment services, programs and supplies, and any additional equipment, equipment services, programs and supplies that are added by mutual agreement of Ellucian and Client from time to time, necessary to support the computing needs of Client. Client will provide Ellucian's staff with access to all such equipment so that Ellucian may perform its obligations under this Order Form including, but not limited to, operating and maintaining all such equipment on Client's behalf.
- Access. Client agrees to permit Ellucian's authorized personnel, and third parties as may be authorized by Ellucian, access to such Client facilities, equipment, information, software, hardware, data, data communication services and communication lines, at such times and for such purposes as reasonably necessary or appropriate to permit Ellucian to perform its obligations under this Order Form.
- Availability of Client Personnel. Upon Ellucian's reasonable request, Client will make its personnel, including appropriate professional personnel, administrative personnel and other employees, available for consultation to the extent necessary in order to facilitate Ellucian's performance of the Cloud Services.
- Cooperation and Assistance. Client will perform those tasks and responsibilities, and provide the requisite level of resources, cooperation and commitment, which are necessary to facilitate Ellucian's performance of the Cloud Services.
- Third Party Software/Hardware Obligations. Ellucian will not be responsible for the operation and maintenance of third party software or hardware, unless specifically set forth in the attached Exhibit 1. Client will be solely responsible for obtaining the right for Ellucian to have access to and to use all software and hardware in order for Ellucian to perform Cloud Services under this Order Form, including without limitation all permissions and sublicenses required from third party vendors ("Third Party Access Rights"). Ellucian will not be liable to Client for non-performance if Ellucian's non-performance is caused by Client's failure to obtain the requisite Third Party Access Rights. Ellucian will not be liable for any damages suffered by Client by reason of any failure or non-performance in third party software or hardware.
- Personally Identifiable Information: To effect the purposes of this Order Form, Client may from time to time provide Ellucian with Client PII (Client representing that it has the right to do so in each such instance). Ellucian represents that it maintains appropriate data security measures, including a written information security policy, to protect Client PII consistent with applicable United States laws and regulations. Further, to protect the privacy of Client PII, Ellucian will, for so long as it retains Client PII: (i) maintain the confidentiality of Client PII, as provided in the applicable section(s) of the Agreement regarding Client's confidential information generally; (ii) limit access to Client PII to Ellucian's employees, agents and subcontractors who have a need to access Client PII to fulfill Ellucian's obligations under this Order Form; (iii) require that its agents and subcontractors who have access to Client PII agree to abide by substantially similar (and no less restrictive) restrictions and conditions that apply to Ellucian with regard to such Client PII; and (iv) implement appropriate administrative, technical and physical safeguards designed to ensure the security or integrity of such Client PII and protect against unauthorized access to or use of such Client PII that could result in substantial harm or inconvenience to Client.
- Cloud Services Warranty; Disclaimer of Warranties: Ellucian warrants to Client that all Cloud Services will be rendered in a professional and workmanlike manner using personnel having the requisite knowledge, skill, and experience to perform such services. This limited warranty is made to Client exclusively and are in lieu of all other warranties. ELLUCIAN MAKES NO OTHER WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH REGARD TO THE CLOUD SERVICES. ELLUCIAN EXPLICITLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. ELLUCIAN EXPRESSLY DOES NOT WARRANTIES THAT THE CLOUD SERVICES WILL BE ERROR FREE OR WILL OPERATE WITHOUT INTERRUPTION.