As part of the Namely implementation Data Migration Assistance module, and subject to the Agreement, Client and Namely agree that Namely shall provide the below listed services in accordance with the terms herein.
Namely may access client data to operate and facilitate the transfer of such Client Data to the Namely platform. This access shall be provided by Client in a manner consistent with this Addendum, and pursuant to all licensing provisions contained in the Agreement. Client acknowledges that Data Migration Assistance may include direct access to portal currently hosting Client Data and/or by display without direct access to the portal currently hosting Client Data (“Data Migration Services”).
Client shall provide Namely with the resources reasonably necessary to allow Namely to provide the Data Migration Services, including, if applicable, account credentials to a portal currently hosting Client Data (a “Client Portal”) or access to Client systems. In the event Client provides Namely with access to a Client Portal, Client is solely responsible for securing such access and right to use such Client Portal in order to carry out any and all data migration services. Client’s responsibilities shall include, but are not limited to, ensuring: a) Namely’s access to and use of Client Portal is authorized by any required third parties and does not violate the applicable usage terms of such Client Portal; b) the transfer of Client Data to the Namely platform complies with all applicable privacy laws governing the transfer of personal data, personal health information, or personally identifiable information; c) all Client Data accessed by Namely in the performance of Data Migration Services is accurate, complete, and up-to-date; and d) Client has a complete backup copy of all such Client Data and that any Client Data lost or misplaced during transfer shall be fully recoverable by Client until such time Namely has confirmed the transfer of such Client Data is complete.
Client represents and warrants that it has the proper legal rights, title, and interest to provide Namely with access to Client Data, including, where applicable, by granting Namely direct access to a Client Portal. Client further represents and warrants that Namely’s access to a Client Portal is not prohibited by the usage terms of such platform provider. Client shall and hereby does accept full financial and legal responsibility for securing such access prior to data transfer is initiated and shall provide proof of such authority in writing upon Namely’s reasonable request.
Client shall indemnify, defend, and hold harmless, Namely, it’s directors, officers, employees, agents, and subcontractors against any loss arising from any claim by a third party relating to Client’s provisioning of access to any platform hosting Client Data, including any Client Portal, prior to migration to the Namely platform. THE LIMITATIONS ON LIABILITY SET FORTH BETWEEN THE PARTIES IN SECTION 8 OF THE AGREEMENT SHALL NOT APPLY TO THIS ADDENDUM AND THE LIMITATIONS CONTAINED THEREIN SHALL APPLY TO THIS ADDENDUM NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN, PROVIDED THAT SUCH LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW.