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Willis Towers Watson Pulse Software Terms and Conditions

The Pulse Software (the “Application”) is made available by local Willis Towers Watson affiliated companies which are directly or indirectly controlled by Willis Towers Watson PLC (collectively referred to as “Willis Towers Watson”) on the following terms and conditions. References to “you” and “your” in these terms means the Customer purchasing the Application via the HR Trove.  “Agreement” means these Terms and Conditions and the Terms of Purchase of the HR Trove. In the event of any inconsistency or conflict between these Terms and Conditions and the Terms of Purchase, these Terms and Conditions shall take precedence to the extent of the inconsistency or conflict.

Application Hosting and Security. Willis Towers Watson will host the Application in a computer facility operated by Willis Towers Watson or one of its affiliates or it’s IT outsourcing providers (which may include cloud service providers), and shall permit you to have access to the Application by means of the public Internet. Willis Towers Watson will store data provided or created by you for access by the Application. Willis Towers Watson will back up all data on a regular basis and will store back-up tapes in secure storage. Willis Towers Watson will maintain a disaster recovery program and, in the event of any interruption of access to the Application, will use commercially reasonable efforts consistent with its disaster recovery program to restore the computer facility supporting the Application as quickly as possible. Willis Towers Watson reserves the right to suspend access to the Application (i) for purposes of routine or emergency maintenance, (ii) if you are in breach of your obligations under these terms and have failed to cure such breach within thirty (30) days following delivery of written notice of such breach, and (iii) in response to applicable law or an order of any competent governmental or legal authority.  For cases involving routine maintenance, Willis Towers Watson will endeavor to provide you with reasonable prior notice of suspension of access.

Support Services. Willis Towers Watson will provide the following support services for any period in which you have paid the applicable subscription fee : (i) Willis Towers Watson will correct any material failure of the Application to perform in accordance with the Application online documentation; (ii) Willis Towers Watson will apply maintenance changes including fixes automatically as available, and will notify Client of any enhancements available for the Application; (iii) Willis Towers Watson will provide you with procedures for requesting support, reporting routine issues and emergency escalations.  All requests and issues must be submitted via Willis Towers Watson’s online Service Desk application (https://support.ehr.com).

Your Responsibilities. You are responsible for (a) the use and operation of the Application;  (b) maintaining a telecommunications connection to the internet address provided by Willis Towers Watson; (c) obtaining all license rights necessary to use any data, content or surveys that you use in connection with the Application, including in the case of third party data, any rights that may be necessary to store such data on Willis Towers Watson’s infrastructure and (d) the installation, maintenance, operation, and performance of your computer equipment and software used to access the Application. You shall provide Willis Towers Watson with your data in the format agreed upon. You represent that you are the controller of any data provided to Willis Towers Watson by you or your agents and that you retain all responsibility to third parties, including the individuals to which such data relate, for such data.  You are responsible for compliance with any laws or regulations applicable to the protection of such data. Willis Towers Watson will comply with your reasonable instructions in accessing and processing such data.

Limited License. Willis Towers Watson grants to you a limited, non‑exclusive, non‑transferable right to access the Application commencing on the date that the Application is first made available to you and continuing during the subscription period. You may use the Application on behalf of yourself and your affiliates. You shall not permit any other party to use the Application, and you shall not use the Application on behalf of any other party.  You shall not, and shall not permit any third party to, (a) decipher or decompile the Application or develop or derive source code for the Application; (b) develop passwords or other mechanisms that enable the Application for equipment, user or periods of time not covered by these terms or (c) disassemble, decompile, reverse engineer, transmit, or hack into the Application in any form or by any means. You shall not use Wills Towers Watson’s benchmark survey items or data to create derivative works, including without limitation, surveys administered outside of the Application or other software. You shall not assign or sublicense your rights under these terms without Willis Towers Watson’s prior written consent, provided that you may assign all your rights hereunder to a corporate affiliate or successor as long as the assignee agrees in writing to be bound by these terms.  Any other attempted assignment by you of this Agreement or the license created hereby shall be void.

Reservation of Rights.  You acknowledge that these terms do not convey to you any proprietary or other ownership interest in the Application. All of the data provided to Wills Towers Watson by you pursuant to this Agreement or developed hereunder shall at all times remain your property. 

Warranty Disclaimer.  Willis Towers Watson makes no warranties of any kind concerning the Application and specifically disclaims the implied warranties of merchantability and fitness for a particular purpose.  Willis Towers Watson does not warrant that the Application will operate without interruption or that the Application is free from errors.

Limitation of Liability. If the Application and any of Willis Towers Watson’s services do not conform to the requirements of this Agreement, you shall notify Willis Towers Watson promptly and Willis Towers Watson shall re-perform such services at no additional charge or, at Willis Towers Watson’s option, shall refund the portion of the fees paid with respect to the Application or such services.  If re-performance of the services or refund of the applicable fees would not provide an adequate remedy for damages arising from the performance, nonperformance, or breach of this Agreement, the aggregate liability of Willis Towers Watson and its employees, affiliates, agents or contractors, relating to the services (the “Related Persons”) and any claim under this Agreement, regardless of the cause of action, will be limited to direct damages in an amount not to exceed $250,000.  The limitation of liability contained in this Section shall not exclude or limit the liability of Willis Towers Watson or its Related Persons in the case of: (a) death or personal injury resulting from our or our Related Person’s negligence; (b) wilful misconduct or gross negligence; (c) fraud; or (d) to the extent that the law does not permit the same to be excluded or limited.

Consequential Damages.  In connection with the license and any services to be provided hereunder, Willis Towers Watson shall in no event whatsoever be liable to you or any other party for any incidental, special, punitive or consequential damages, including damages of any kind (including, without limitation, loss of income, loss of profits, or other pecuniary loss) even if Willis Towers Watson has been notified of the possibility of such loss.

Remedies in relation to Intellectual Property Infringement.  If a claim is made against Willis Towers Watson or you alleging that the Application infringes on a patent or copyright, Willis Towers Watson shall have the right to substitute a non‑infringing alternative software program and materials that perform substantially the same or similar functions in a non‑infringing way.  If a substitute program is not reasonably available, then either party may terminate this Agreement.  If this Agreement is terminated pursuant to this Section then Willis Towers Watson shall refund a pro rata portion of the subscription fee for the subscription period in which termination occurs.

Indemnification.  Willis Towers Watson shall indemnify and hold harmless you from any liability for infringement of any patent, copyright or other intellectual property of a third party that arises solely from your normal use of the Application in accordance with these terms, provided that Willis Towers Watson is promptly notified in writing of any such suit or claim against you, and provided further that you permit Willis Towers Watson to defend, compromise or settle any such suit or claim and gives Willis Towers Watson all reasonable information, assistance and authority required to do so.

Entire Liability; Custom Specifications. The preceding two paragraphs states Willis Towers Watson’s entire liability with respect to infringement of any copyright, patent, or other intellectual property right.  Notwithstanding the provisions of this section, Willis Towers Watson shall have no obligation to you with respect to any claim of infringement to the extent that such claim relates to modifications made to conform to specific instructions or directions provided by you.

Termination for Cause.  Either party may terminate the Agreement including the license created hereby, for cause immediately upon written notice of termination if the other party has materially breached a provision of these terms (including without limitation your obligation to pay any fee or charge when due) and has failed to cure such breach within thirty (30) days following delivery of written notice of such breach.

Governing Law and Dispute Resolution. Willis Towers Watson and you agreed to work in good faith to resolve any disputes arising out of or in connection with these terms.  Any controversy, dispute or claim of any kind between the parties shall be governed by and interpreted in accordance with the laws of the jurisdiction where our office principally responsible for providing services to you is located, without regard to any provisions governing conflicts of laws; provided that if such office is located outside of the US or Canada, the governing law shall be that of the State of New York

Excusable Delay. Any delay in performance on the part of either party shall be excused and the time for performance extended if, and to the extent that, such delay is due to causes beyond the control of such party.  Such causes may include, but shall not be limited to, acts of God, fires, earthquakes, floods, strikes, and wars. Willis Towers Watson shall have no responsibility for delays or interruptions in service caused by parties other than Willis Towers Watson, including telecommunications carriers and Internet service providers.

Notices.  Any notices or other communications required by these terms shall be in writing and shall be sufficient if delivered by hand or facsimile or sent by certified mail, return receipt requested, to the applicable party at its registered address.  Notices shall be deemed given when received or five days after mailing as specified above, and either party may designate a different notice address in writing.

Assignment.  Neither party may assign or delegate any of its rights or obligations to any third party without the prior written consent of the other party. Notwithstanding the foregoing either party may assign or delegate any of its rights and obligations to an affiliate. 

Confidential Information. Each party shall protect all confidential information which the other party provides to it (whether orally, in writing or in any other form) using the same standards as the recipient applies to its own comparable confidential information, but in no event less than reasonable measures.Each party's confidentiality obligations will not apply to information: (i) already known to it at the time of disclosure; (ii) in the public domain or publicly available; (iii) provided to it by a third party who is under no such obligation of confidentiality; or (iv) independently developed by it.  If any court, regulatory authority, professional body or legal process requires the recipient to disclose information covered by this confidentiality obligation, then the recipient may make any such disclosure; provided that the recipient will, if permitted by law, advise the other party promptly of any such requirement and cooperate, at such other party’s expense, in responding to it.

Publicity.  Willis Towers Watson will not use your name or logo in advertising, sales promotion or other publicity without prior written consent from you, but may, for its own marketing purposes, include your name in client lists, proposals or other non-public communications made to prospective clients.  Upon your prior consent, Willis Towers Watson shall be entitled to develop and distribute case studies and other relevant marketing materials based on the work delivered to you, provided, however, you shall not unreasonably withhold such consent.

Data Privacy Willis Towers Watson is a global business and in performing the services set forth in this Agreement, Willis Towers Watson may pass data within its global network of offices including its affiliates, or its providers of IT outsourcing services in accordance with the confidentiality and data privacy provisions set forth in this Agreement.  Willis Towers Watson’s Global Resource Centre will access certain personal data for this engagement. The Global Resource Centre is located in Manila, The Philippines.  The Manila corporate entity is a wholly owned subsidiary in the Willis Towers Watson group, and Willis Towers Watson’s operations in Manila are certified to the ISO27001 standard covering information security, including data confidentiality, integrity and availability; and are also certified to the ISO9001 standard covering quality management practices. Irrespective of where Willis Towers Watson receives or holds personal data on Client’s behalf, Willis Towers Watson confirms that it will take appropriate technical and organizational measures to protect that personal data against accidental or unlawful destruction or accidental loss or unauthorized alteration, disclosure or access.  Willis Towers Watson will only use any personal data for the purposes of providing services to Client or for other reasonable purposes which are ancillary to the provision of consulting services. In addition, you hereby grant to Willis Towers Watson a royalty-free, non-exclusive, transferable, perpetual, worldwide license to use aggregated employee responses to update our normative databases and to refer to you as being a contributor of data to our normative databases.