Niagawan create an account for the Customer and provide to the customer login details for that account. Niagawan hereby grants to the customer a license to use the Hosted Services during the Term.

The Customer shall use reasonable security measures relating to Account access details, to ensure that no unauthorised person may gain access to the Hosted Services. Niagawan shall use all reasonable endeavors to maintain the availability of the Hosted Services to the Customer, but does not guarantee 100% availability.

For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement: a Force Majeure Event; a fault or failure of the internet or any public telecommunication networks; a fault or failure of the Customer’s computer systems or networks; any breach by the Customer of this Agreement; or scheduled maintenance carried out in accordance with this Agreement.

Niagawan may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to Niagawan under this Agreement is overdue.

Niagawan shall create a back-up copy of Customer Data at least daily, shall ensure that each such copy is sufficient to enable Niagawan to restore the Hosted Services to the state they were in at the time the back-up was taken. In the event that the data need to be restore, the Customer acknowledge that this process will overwrite the Customer Data on the Platform.

Niagawan must keep the Customer Confidential Information strictly confidential; not disclose the Customer Confidential Information to any person without the Customer’s prior written consent, and then only under conditions of confidentially; use the same degree of care to protect the confidentiality of the Customer Confidential Information as Niagawan uses to protect its own confidential information of a similar nature, being at least a reasonable degree of care.

The customer will hold harmless, defend, and indemnity Niagawan against any and all third-party claims or liabilities addressed within the scope of the Agreement.

The Customer agrees to indemnity, defend, and hold harmless Indemnitee and each of its respective officers, directors, partners, employees, agents, successors, and assigns, or any of them from all claims, suits, legal actions, assessments, deficiencies, and charges brought against the Indemnitee, and for any costs, fees, liabilities, damages, losses, expenses, and associated attorney fees arising from or incidental to Niagawan.