Conditions to offer Hosting Services. In order for Ellucian to provide the Hosting Services, Client will be responsible for the following:

Licensing all Applications listed in Schedule A to permit the Applications (and other necessary components as reasonably determined by Ellucian and agreed to and approved by Client in writing) to be installed and used on the Cloud Environment.

Paying for any upgrades (i.e., SSL purchase and renewals, compiler purchase and renewals) that are reasonably necessary or required to operate the Applications located within the Cloud Environment as appropriate.

Permitting and scheduling required downtime within reasonable timeframes for the Applications and underlying systems for upgrades and maintenance. Client shall not require Ellucian to perform systems maintenance to the Production systems while end users, staff, faculty or other users are using such systems. Certain non-Production maintenance activities require terminating user access to the Applications.

Consulting with Ellucian for projects to establish requisite lead times, and Ellucian shall not be responsible for delays or failure to meet Client's expectations if adequate lead time is not provided.

Bearing the cost of all Client-maintained customizations and customized code enhancements required to operate within the Cloud Environment to the extent not expressly provided through this SOW.

Not, without the express written consent of Ellucian (such consent not to be unreasonably withheld or delayed), (i) installing additional software on, (ii) requiring additional software to be installed on, or (iii) modifying Applications or any other software or systems installed on or within, the Cloud Environment.

To the extent that this SOW provides for Ellucian to host any software that was not licensed to Client by Ellucian ("Other Vendor Software"), Client's execution of the Agreement constitutes a warranty and representation by Client that Client has obtained all rights required or appropriate to enable Ellucian to provide the Hosting Services and other services in connection with such Other Vendor Software, without the payment of any amounts or the provision of any additional consideration by Ellucian to the licensor of such Other Vendor Software or to any other person or entity whatsoever.

Further, Ellucian will not be responsible for the operation and maintenance of Other Vendor Software unless specifically set forth in Schedule A. Client will be solely responsible for obtaining the right for Ellucian to have access to and use all software (inclusive of database and middleware) and resources in order for Ellucian to perform the Hosting Services, including without limitation all permissions and sublicenses required from third party vendors (“Third Party Access Rights”). Ellucian will not be liable for Client’s failure to secure sufficient Third Party Access Rights licenses. In addition, Ellucian will not be responsible 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 Other Vendor Software or third party hardware. Upon request, Client will provide documentation to Ellucian of its licenses for Other Vendor Software prior to Ellucian making adjustments to the resources used to provide the Hosting Services.

Lawful Use. The Client's System may not be used in any manner that would violate or infringe upon any applicable laws, copyrights, trademarks, trade secrets, right of publicity, right of privacy or any other right of any person or entity. The Client's System may not be used to access or store any material which is obscene, libelous or defamatory. Hosting Services may not be used for the purpose of transporting or storing any material, which is obscene, libelous or defamatory. Client must also comply with appropriate use requirements for other non-Ellucian networks Client may access through Client's System or the Hosting Services.

Ellucian Property. Any hardware, software or other items owned, leased, or licensed by Ellucian and used in the provision of the Hosting Services will at all times remain the property of Ellucian (or its authorized vendors) and will not in any event transfer to Client, and Client hereby acknowledges that it will not make any claims to or claim ownership or right to possession of any such hardware, software or other items.